CH INNOVATION (01217) has announced that China Innovation Investment Limited, as a major shareholder of ELIFE HLDGS (00223), a Main Board listed company on The Stock Exchange of Hong Kong Limited, has expressed serious concern regarding certain recent corporate governance matters at ELIFE HLDGS. The company has engaged a Hong Kong lawyer to issue a legal letter to ELIFE HLDGS on January 26, 2026, demanding corrective actions within a specified deadline.
The legitimacy of the directors' positions is in question. Although Mr. Zhao Zhenzhong, Ms. Qin Jiali, and Mr. Guo Wei were removed from their positions on March 11, 2025, they were reappointed as executive directors the following day. The legal letter points out that according to Article 86(3) of ELIFE HLDGS's amended and restated articles of association, the tenure of these directors lasts only until the first annual general meeting following their appointment.
Furthermore, based on Article 56 of the articles of association and relevant Hong Kong case law, if the company fails to hold an annual general meeting within six months after the end of the financial year, the terms of the relevant directors should automatically terminate on that date. Accordingly, the directorships of Mr. Zhao Zhenzhong, Ms. Qin Jiali, and Mr. Guo Wei should have automatically terminated on September 30, 2025. Since that date, these individuals have lacked the legal authority to act on behalf of ELIFE HLDGS. Any actions taken by them purportedly as directors of ELIFE HLDGS, including issuing notices for general meetings, are invalid.
Beyond the issue of invalid director status, the legal letter also highlights that the procedural compliance of the general meetings is questionable. The notices for the Annual General Meeting dated January 9, 2026, and the Extraordinary General Meeting dated January 15, 2026, are suspected of procedural irregularities and should be considered invalid.
The notice periods are illegal. According to Article 59(1) of the articles of association, an AGM must be convened by giving at least 21 clear days' notice, and an EGM requires at least 14 clear days' notice. Based on Hong Kong jurisprudence and practical interpretations of the "notice period," the day of issuance, the day deemed for service, and the day of the meeting itself are not counted. Therefore, the aforementioned AGM and EGM notices from ELIFE HLDGS fail to meet statutory requirements and have not received shareholder consent for a waiver.
The timeline for suspending share transfer registration is non-compliant. According to the EGM notice, ELIFE HLDGS will suspend the registration of share transfers from January 27, 2026, inclusive. Under Rule 13.66(1) of the Listing Rules, such a suspension must be notified at least 10 business days in advance, a requirement which ELIFE HLDGS has failed to comply with.
Consequently, CH INNOVATION has demanded that ELIFE HLDGS immediately postpone or cancel the two general meetings scheduled for January 30, 2026. CH INNOVATION reserves all legal rights, including, but not limited to, applying to the court for appropriate remedies when necessary to protect its legitimate rights and interests and those of all shareholders.