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Build King Holdings Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Build King Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
BUILD KING HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 00240)
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
PROPOSED GENERAL MANDATES TO ISSUE AND
REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Build King Holdings Limited to be held at Academy Room I- II, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 21 May 2025 at 2:00 p.m. is set out on Appendix III to this circular. Whether or not you intend to attend such meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting if they so wish.
17 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — DETAILS OF RETIRING DIRECTORS PROPOSED FOR
RE-ELECTION ... 6
APPENDIX II — EXPLANATORY STATEMENT ... 10
APPENDIX III — NOTICE OF ANNUAL GENERAL MEETING ... 14
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings.
"AGM"
the annual general meeting of the Company to be convened and held at Academy Room I-II, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 21 May 2025 at 2:00 p.m.;
"Board"
the board of directors of the Company;
"Bye-laws"
the bye-laws of the Company;
"CCASS"
Central Clearing and Settlement System;
"Company"
Build King Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange;
"Directors"
the directors of the Company;
"Group"
the Company and its subsidiaries;
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;
"Latest Practicable Date"
9 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange;
"New Issue Mandate"
a general mandate proposed to be granted to the Directors to exercise the power of the Company to issue new Shares (including sale and transfer of treasury shares, if any) on the terms set out in the Notice;
"Notice"
the notice convening the AGM;
"PRC"
the People's Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;
2
DEFINITIONS
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase the Shares (excluding treasury shares, if any) on the terms set out in the Notice;
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Law of Hong Kong;
"Share(s)"
ordinary share(s) of par value of HK$0.10 each in the capital of the Company;
"Shareholder(s)"
the shareholder(s) of the Company;
"Stock Exchange"
The Stock Exchange of Hong Kong Limited;
"Takeovers Code"
the Code on Takeovers and Mergers;
"treasury shares"
has the meaning ascribed thereto under the Listing Rules;
"Wai Kee"
Wai Kee Holdings Limited (stock code: 610), a company incorporated in Bermuda with limited liability, the controlling shareholder of the Company and the shares of which are listed on the Main Board of the Stock Exchange;
"HK$"
Hong Kong Dollars, the lawful currency of Hong Kong; and
"%"
per cent.
LETTER FROM THE BOARD
BUILD KING HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 00240)
Executive Directors:
Zen Wei Peu, Derek
(Chairman, Chief Executive Officer and Managing Director)
Lui Yau Chun, Paul
Tsui Wai Tim
Chan Chi Ming
Non-executive Directors:
David Howard Gem
Chan Chi Hung, Anthony
Chang Kam Chuen, Desmond
Independent Non-executive Directors:
Ho Tai Wai, David
Ling Lee Ching Man, Eleanor
Lo Yiu Ching, Dantes
Ng Cheuk Hei, Shirley
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal Place of Business in Hong Kong:
Units 601-605A, 6th Floor, Tower B
Manulife Financial Centre
223 Wai Yip Street
Kwun Tong, Kowloon
Hong Kong
17 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the AGM, resolutions will be proposed:
(a) to re-elect retiring Directors;
(b) to allot, issue and deal with additional Shares (including sale and transfer of treasury shares, if any) and to make or grant offers, agreements and options not exceeding 20% of the number of Shares in issue (excluding treasury shares, if any) as at the date of passing such resolution;
LETTER FROM THE BOARD
(c) to repurchase Shares not exceeding 10% of the number of Shares in issue (excluding treasury shares, if any) as at the date of passing such resolution; and
(d) to add to the general mandate for issuing Shares set out in (b) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (c) above.
PROPOSED RE-ELECTION AND RE-DESIGNATION OF RETIRING DIRECTORS
Pursuant to Bye-law 94 of the Bye-laws, any Director appointed by the Board to fill a casual vacancy and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.
Pursuant to Bye-law 111 of the Bye-laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.
Accordingly, Mr. Lui Yau Chun, Paul, Mr. Tsui Wai Tim and Mr. Ho Tai Wai, David will retire from office by rotation at the AGM pursuant to Bye-law 111 of the Bye-laws. Mr. Chan Chi Ming, who was appointed as Director by the Board on 13 February 2025, will retire from office at the AGM pursuant to Bye-law 94 and 111 of the Bye-laws. They, being eligible, will offer themselves for re-election at the AGM.
Details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.
PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES
At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to issue new Shares (including sale and transfer of treasury shares, if any) up to 20% of the number of the Shares in issue (excluding treasury shares, if any) at the date of the passing of the ordinary resolution. As at the Latest Practicable Date, there were 1,241,877,992 Shares in issue and the Company did not hold any treasury shares. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorized to issue up to a maximum of 248,375,598 Shares.
In addition, it is further proposed, by way of a separate ordinary resolution, that the New Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares of a number equal to the number of the Shares repurchased by the Company under the Repurchase Mandate.
LETTER FROM THE BOARD
PROPOSED GENERAL MANDATE TO REPURCHASE SHARES
At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the Shares in issue (excluding any treasury shares, if any) at the date of passing the ordinary resolution.
An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix II to this circular.
AGM
Set out in Appendix III to this circular is the Notice. A form of proxy for use by the Shareholders in respect of the AGM is also enclosed. Whether or not the Shareholders are able to attend the AGM, they are requested to complete the enclosed form of proxy and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM should they wish to do so.
VOTING BY POLL
Pursuant to Rule 13.39 of the Listing Rules and Bye-law 80, any votes of the Shareholders at a general meeting must be taken by poll. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39 of the Listing Rules.
RECOMMENDATION
The Directors are of the opinion that the re-election of retiring Directors, the grant of the New Issue Mandate and the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
Your attention is drawn to the additional information set out in the Appendix I (Details of Retiring Directors Proposed for Re-election), Appendix II (Explanatory Statement) and Appendix III (Notice of Annual General Meeting) to this circular.
Yours faithfully,
For and on behalf of the Board
Zen Wei Peu, Derek
Chairman
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM:
CHAN Chi Ming, age 58, has been appointed as an Executive Director and Company Secretary of the Company since 13 February 2025. Mr. Chan joined the Group in October 2024 as a finance director and he is also a director of various companies of the Group. Mr. Chan holds a Master's degree in Accounting from the University of Cambridge, a Professional Certificate in Innovation and Entrepreneurship from the Stanford University and a Master's degree in Business Administration from the Hong Kong University of Science and Technology. He is a fellow of the Association of Chartered Certified Accountants and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants. He has over 30 years of experience in financial management, corporate finance and corporate governance. Mr. Chan was previously an executive director of companies listed on the Main Board of the Stock Exchange and was licensed and approved by the Securities and Futures Commission as a Responsible Officer for Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) to provide corporate finance advisory services including giving advice concerning compliance with or in respect of the Listing Rules and the Hong Kong Codes on Takeovers and Mergers and Share Repurchases respectively to various listed companies in Hong Kong. Mr. Chan is responsible for overseeing the finance, human resources, digital, administration and company secretarial departments of the Group.
Save for disclosed above, Mr. Chan did not hold any directorship in other Hong Kong or overseas listed public companies in the last three years. Save for his directorship in the Group, Mr. Chan does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Chan does not have, and is not deemed to have, any other interests and short positions in any shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).
Mr. Chan has entered into a service contract with the Company for a term of three years commencing from 13 February 2025 and is subject to retirement by rotation and re-election in accordance with the bye-laws of the Company. Pursuant to the service contract, Mr. Chan is entitled to an annual remuneration package of HK$2.4 million plus bonus as determined by a profit sharing scheme of the Company. His emolument will be reviewed and determined by the Remuneration Committee of the Company annually with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition.
Mr. Chan has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Chan that need to be brought to the attention of the Shareholders.
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
LUI Yau Chun, Paul, age 64, has been appointed as an Executive Director of the Company since 1 December 2021. Mr. Lui joined the Group in 1998, he currently is the Group's Chief Operating Officer, and a director of various companies of the Group. He is a member of the Institution of Structural Engineers and the Hong Kong Institution of Engineers. Mr. Lui has over 35 years of experience in civil and marine engineering. He is responsible for the Group's civil and marine engineering operation in Hong Kong.
Save for disclosed above, Mr. Lui did not hold any directorship in other Hong Kong or overseas listed public companies in the last three years. Save for his directorship in the Group, Mr. Lui does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Lui held 1,683,092 ordinary shares in the Company and 200,000 ordinary shares in Wai Kee. Save as disclosed above, Mr. Lui does not have, and is not deemed to have, any other interests and short positions in any shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).
Mr. Lui has entered into a service agreement with the Company for a term of three years commencing from 1 December 2024 and is subject to retirement by rotation and re-election in accordance with the Byelaws. Mr. Lui is entitled to an annual remuneration package of HK$2.78 million plus bonus as determined by a profit sharing scheme of the Company. His emolument will be reviewed and determined by the Remuneration Committee of the Company annually with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition.
Mr. Lui has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Lui that need to be brought to the attention of the Shareholders.
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
TSUI Wai Tim, age 62, has been appointed as an Executive Director of the Company since 1 December 2021. He is a director of various companies of the Group and various subsidiaries of Wai Kee. Mr. Tsui is a chartered and registered professional engineer. He is a fellow of the Hong Kong Institution of Engineers, the Institution of Civil Engineers, the Hong Kong Institute of Construction Managers, the Hong Kong Institution of Highways and Transportation, and the Institute of Quarrying, and a member of the Hong Kong Institute of Real Estate Administrators and the Chartered Institute of Logistics and Transport. Mr. Tsui is a former Member of the Occupational Safety & Health Council, a former Vice President and Council Member of the Hong Kong Construction Association, an advisor and a former Member of the Pneumoconiosis Compensation Fund Board, and a former Chairman of the Building Division of The Hong Kong Institution of Engineers. Mr. Tsui has over 40 years of experience in various types of investment projects, quarrying, property development, property management, large-scale civil engineering, building and foundation projects in Hong Kong, the PRC and overseas. He is responsible for the Group's environmental infrastructure projects in the PRC.
Mr. Tsui did not hold any directorship in other Hong Kong or overseas listed public companies in the last three years. Save for his directorship in various companies of the Group and various subsidiaries of Wai Kee, Mr. Tsui does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Tsui holds 1,150,000 shares in the Company. Save as disclosed above, Mr. Tsui does not have, and is not deemed to have, any other interests and short positions in any shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).
Mr. Tsui has entered into a service agreement with the Company for a term of three years commencing from 1 December 2024 and is subject to retirement by rotation and re-election in accordance with the Byelaws. Mr. Tsui is entitled to an annual remuneration package of HK$2.73 million plus bonus as determined by a profit sharing scheme of the Company. His emolument will be reviewed and determined by the Remuneration Committee of the Company annually with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition.
Mr. Tsui has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Tsui that need to be brought to the attention of the Shareholders.
APPENDIX I
DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
HO Tai Wai, David, age 76, has been appointed as an Independent Non-executive Director of the Company since 8 September 2004. He is the Chairman of the Audit Committee, and a member of the Remuneration Committee and the Nomination Committee of the Company. Mr. Ho has over 50 years of experience in finance and accounting. He is a fellow member of the Association of Chartered Certified Accountants of UK, The Hong Kong Institute of Certified Public Accountants and CPA Australia. Mr. Ho holds a Master of Business Administration Degree from The Chinese University of Hong Kong. He is an independent non-executive director of Left Field Printing Group Limited, Lion Rock Group Limited and Road King Infrastructure Limited, all shares of which are listed on the Main Board of the Stock Exchange.
Save as disclosed above, Mr. Ho has not held any other directorships in other Hong Kong or overseas listed public companies in the last three years. Save for his directorship in the Company, Mr. Ho does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Ho does not have, and is not deemed to have, any interests and short positions in any shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).
Mr. Ho has entered into a letter of appointment with the Company for a term of three years commencing from 1 March 2024 and is subject to retirement by rotation and re-election in accordance with Bye-laws. Mr. Ho is entitled to an emolument of HK$300,000 per annum for acting as an Independent Non-executive Director and an additional fee of HK$120,000 per annum for acting as the Chairman of the Audit Committee of the Company. His emolument will be reviewed and determined by the Board annually with authorization granted by the shareholders of the Company at the annual general meeting of the Company and taking reference to his duties and responsibilities with the Company and the prevailing market situation.
Mr. Ho has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Ho that need to be brought to the attention of the Shareholders.
In respect of the re-election of Mr. Ho as Independent Non-executive Director of the Company, with reference to the Nomination Policy and the Board Diversity Policy of the Company, the Nomination Committee has evaluated his overall contributions and services to the Company and has considered selection criteria and the diversity of the Board, including but not limited to education background, professional experience, skills, reputation for integrity and independence.
While Mr. Ho has served the Company for more than nine years as an Independent Non-executive Director, taking into account the independence confirmation from Mr. Ho pursuant to Rule 3.13 of the Listing Rules, and taking into account that he has not been involved in the daily operations and management of the Group during their tenure, the Nomination Committee and the Board believe that Mr. Ho continues to be independent and also believe that Mr. Ho is able to fulfil his role as required. During his tenure as an Independent Non-executive Director, with his extensive experience in management, Mr. Ho has provided advice which helped contribute to the development of the Company's strategy and policies. As such, the Nomination Committee proposed the re- appointment of Mr. Ho as an Independent Non-executive Director to the Board for it to recommend to the Shareholders for re-election at the AGM.
Pursuant to Code Provision B.2.3 of the Corporate Governance Code set out in Appendix C1 of the Listing Rules, such re-election will be subject to a separate resolution to be approved by the Shareholders at the AGM.
APPENDIX II
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide Shareholders with requisite information reasonably necessary for them to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, there were 1,241,877,992 Shares in issue and the Company did not hold any treasury shares. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorized to repurchase up to a maximum of 124,187,799 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the AGM.
If the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either cancel the repurchased Shares and/or hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares held in treasury will be subject to the terms of the New Issue Mandate and made in accordance with the Listing Rules and applicable laws and regulations of Bermuda.
To the extent that any treasury shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
REASONS FOR THE REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchase may, depending on marketing conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders.
APPENDIX II
EXPLANATORY STATEMENT
FUNDING OF THE REPURCHASES
It is proposed that repurchases of securities under the Repurchase Mandate would be financed from available cash flow or working capital facilities of the Company and its subsidiaries. In repurchasing the securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the laws of Bermuda. The laws of Bermuda provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. The amount of premium payable on the repurchase may only be paid out of either funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account before the Shares are repurchased.
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2024), in the event that the proposed Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT
SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were as follows:
| Per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 1.18 | 0.99 |
| May | 1.14 | 1.00 |
| June | 1.07 | 1.00 |
| July | 1.04 | 0.96 |
| August | 1.02 | 0.90 |
| September | 0.95 | 0.87 |
| October | 1.14 | 0.92 |
| November | 1.00 | 0.85 |
| December | 0.96 | 0.90 |
| 2025 | ||
| January | 0.94 | 0.87 |
| February | 0.96 | 0.91 |
| March | 1.12 | 0.93 |
| April (up to the Latest Practicable Date) | 1.11 | 1.00 |
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell any of the Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
STATEMENT FROM THE DIRECTORS
The Directors will exercise the powers of the Company to make repurchase pursuant to the proposed resolution in accordance with the Listing Rules and the laws of Bermuda. Neither this explanatory statement nor the Repurchase Mandate has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT
EFFECT OF THE TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company as a result of share repurchases by the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, approximately 58.33% of the total number of Shares in issue was held by Wai Kee and its subsidiaries and, assuming full exercise of the Repurchase Mandate, approximately 64.82% will be held by Wai Kee and its subsidiaries. The Directors are not aware of any consequences which will arise under the Takeovers Code upon exercise of the Repurchase Mandate.
SHARE REPURCHASES MADE BY THE COMPANY
No repurchase of the Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
BUILD KING HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 00240)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Build King Holdings Limited (“the Company”) will be held at Academy Room I-II, 1st Floor, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 21 May 2025 at 2:00 p.m. to transact the following businesses:
- To receive and consider the Audited Financial Statements and the Reports of the Directors and Independent Auditor for the year ended 31 December 2024.
- To declare the final and special dividends for the year ended 31 December 2024.
3(A). To re-elect, each as a separate resolution, the following persons as Directors:
(i) Mr. Chan Chi Ming;
(ii) Mr. Lui Yau Chun, Paul;
(iii) Mr. Tsui Wai Tim; and
(iv) Mr. Ho Tai Wai, David.
3(B). To authorize the Board of Directors to fix their remuneration.
4. To re-appoint Messrs. Deloitte Touche Tohmatsu as the auditor of the Company and to authorize the Board of Directors to fix their remuneration.
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:
ORDINARY RESOLUTIONS
5(A). "THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company (“Directors”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (including sale and transfer of treasury shares (which shall have the meaning ascribed thereto under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited), if any) and to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers after the end of the Relevant Period;
(c) the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries of options or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20 per cent. of the number of the issued shares of the Company (excluding treasury shares, if any) at the date of passing of this Resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next Annual General Meeting of the Company;
(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; or
(iii) the revocation or variation of the Resolution by an ordinary resolution in general meeting of the Company.
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China).
5(B). "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the number of the shares to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the number of the issued shares of the Company (excluding treasury shares, if any) at the date of passing of this Resolution and the said approval shall be limited accordingly; and
(c) for the purposes of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
(i) the conclusion of the next Annual General Meeting of the Company;
(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; or
(iii) the revocation or variation of this Resolution by an ordinary resolution in general meeting of the Company."
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NOTICE OF ANNUAL GENERAL MEETING
5(C). "THAT conditional upon Ordinary Resolution Nos. 5(A) and 5(B) set out in the notice convening this Meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional shares (including sale and transfer of treasury shares, if any) pursuant to Ordinary Resolution No. 5(A) above be and is hereby extended by the addition thereto of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 5(B) above provided that such amount shall not exceed 10 per cent. of the number of the issued shares of the Company (excluding treasury shares, if any) at the date of passing of this Resolution."
By Order of the Board
Build King Holdings Limited
Chan Chi Ming
Company Secretary
Hong Kong, 17 April 2025
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of business in Hong Kong:
Units 601-605A, 6th Floor, Tower B
Manulife Financial Centre
223 Wai Yip Street, Kwun Tong
Kowloon, Hong Kong
Notes:
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For determining the entitlement to attend and vote at the Annual General Meeting to be held on Wednesday, 21 May 2025, the register of members of the Company will be closed from Friday, 16 May 2025 to Wednesday, 21 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:00 p.m. on Thursday, 15 May 2025.
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The proposed final dividend and special dividend are subject to the approval of the shareholders at the Annual General Meeting. The record date for the proposed final dividend and special dividend is on Wednesday, 28 May 2025. For determining the entitlement to the proposed final dividend and special dividend, the register of members of the Company will be closed from Tuesday, 27 May 2025 to Wednesday, 28 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend and special dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:00 p.m. on Monday, 26 May 2025.
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Any member of the Company entitled to attend and vote at the meeting by the above notice shall be entitled to appoint another person as his/her proxy to attend and vote instead of such member. Votes may be given either personally or by proxy or by a duly authorized corporate representative. A member may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorized to sign the same.
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
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The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority shall be delivered to the Company's branch share registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.
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Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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In the case of joint holders of a share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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In relation to Resolution Nos. 3(A)(i), (ii), (iii) and (iv) regarding re-election of Directors, Mr. Chan Chi Ming, Mr. Lui Yau Chun, Paul, Mr. Tsui Wai Tim and Mr. Ho Tai Wai, David shall retire from office and, being eligible, offer themselves for re-election at the Annual General Meeting pursuant to the Company's Bye-laws.
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A circular containing further details regarding Resolution Nos. 3(A)(i), (ii), (iii) and (iv), 5(A), 5(B) and 5(C) above has been sent to the shareholders of the Company together with the Annual Report 2024.
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No refreshments will be served at the meeting venue and the Company will not distribute any corporate gift at the Annual General Meeting.