Century Plaza Hotel Group — Proxy Solicitation & Information Statement 2015

Jul 29, 2015

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 King Force Security Holdings Limited (the “ Company ”), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

KING FORCE SECURITY HOLDINGS LIMITED 冠輝保安控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 08315)

(1) PROPOSED SHARE SUBDIVISION (2) CHANGE IN BOARD LOT SIZE

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held on Friday, 14 August 2015 at 11:30 a.m. at 2/F, 100QRC, 100 Queen’s Road Central, Central, Hong Kong is set out on pages 11 to 12 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding the extraordinary general meeting. Completion and return of the proxy form shall not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting thereof should you so desire and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

30 July 2015

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on the GEM, there is a risk that securities traded on the GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on the GEM.

– i –

CONTENTS

	Page
Characteristics of the GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– ii –

EXPECTED TIMETABLE

The expected timetable relating to the Share Subdivision, Change in Board Lot Size and the associated trading arrangements is set out below:

Despatch of this circular in relation to the Share Subdivision
and the Change in Board Lot Size together with
the EGM notice and proxy form . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 30 July 2015
Latest time for lodging the form of proxy for the EGM . . . . . . . 11:30 a.m. on Wednesday,
12 August 2015
Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Friday,
14 August 2015
Publication of announcement on poll results of the EGM . . . . . . . . Friday, 14 August 2015

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Subdivision, which are included in this circular.

Effective date of the Share Subdivision . . . . . . . . . . . . . .	.	. . . . . Monday, 17 August 2015
Dealing in the Subdivided Shares commence . . . . . . . . . . .	.	. . . . . . . 9:00 a.m. on Monday,
		17 August 2015
Original counter for trading in existing shares
in board lots of 8,000 shares temporarily closes . . . . . . .	.	. . . . . . . 9:00 a.m. on Monday,
		17 August 2015
Temporary counter for trading in board lots of 80,000
Subdivided Shares (in form of Existing Share
Certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	.	. . . . . . . 9:00 a.m. on Monday,
		17 August 2015
First day of free exchange of Existing Share Certificates
for the New Share Certificates for the Subdivided Shares		. . . . . Monday, 17 August 2015
Original counter for trading in Subdivided Shares
in new board lots of 10,000 Subdivided Shares
(in the form of New Share Certificates) re-opens . . . . . .	.	. . . . . . . 9:00 a.m. on Monday,
		31 August 2015
Parallel trading in Subdivided Shares (in the forms
of Existing Share Certificates and New Share Certificates)
commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	.	. . . . . . . 9:00 a.m. on Monday,
		31 August 2015
Designed broker starts to stand in the market to provide
matching services for odd lots of the Subdivided Shares	.	. . . . . . . 9:00 a.m. on Monday,
		31 August 2015

– 1 –

EXPECTED TIMETABLE

Temporary counter for trading in board lots of 80,000
Subdivided Shares (in the form of Existing Share
Certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4:00 p.m. on Monday,
	21 September 2015
Parallel trading in Subdivided Shares (in the forms
of Existing Share Certificates and New Share
Certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4:00 p.m. on Monday,
	21 September 2015
Designed broker ceases to stand in the market to
provide matching services for odd lots of the
Subdivided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4:00 p.m. on Monday,
	21 September 2015
Last day of free exchange of Existing Share Certificates
for the shares for New Share Certificates for the
Subdivided Shares ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . Wednesday,
	23 September 2015

All times and dates in this circular refer to Hong Kong local times and dates. Further announcement will be made by the Company for changes, if any, in the expected timetable for implementation of the Share Subdivision and the Change in Board Lot Size as well as the associated trading arrangements listed above.

The translation into Chinese language of this circular is for reference only. In case of any inconsistency, the English version shall prevail.

– 2 –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

• “Announcement”

• the announcement of the Company dated 15 July 2015 in respect of, amongst others, the Share Subdivision and the Change in Board Lot Size

• “Board” the board of Directors of the Company

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Change in Board Lot Size”

• the change in board lot size of the Shares for trading on the Stock Exchange from 8,000 existing Shares to 10,000 Subdivided Shares after the Share Subdivision becoming effective

• “Company”

• King Force Security Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the GEM

• “Director(s)” the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Share Subdivision

• “Existing Share Certificate(s)” share certificate(s) in respect of the Share(s) of HK$0.01 each prior to the Share Subdivision becoming effective

• “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on the GEM

• “Group” the Company and its subsidiaries

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 27 July 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 3 –

DEFINITIONS

“Listing Committee” the listing sub-committee of the Stock Exchange “New Share Certificate(s)” new share certificate(s) to be issued following the Share Subdivision becoming effective “Share(s)” share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” registered holder(s) of the Share(s) or Subdivided Share(s), as the case may be “Share Subdivision” the proposed subdivision of each Share into ten (10) Subdivided Shares as described in this circular “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subdivided Share(s)” share(s) of HK$0.001 each in the issued and unissued share capital of the Company arising from and upon the Share Subdivision becoming effective

– 4 –

LETTER FROM THE BOARD

KING FORCE SECURITY HOLDINGS LIMITED 冠輝保安控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 08315)

Executive Directors: Mr. Fu Yik Lung (Chairman) Ms. Liu Lai Ying (Chief Executive Officer) Ms. Chung Pui Yee Shirley Mr. Zhang Chengzhou

Registered Office: Clifton House 75 Fort Street, P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Independent non-executive Directors:

Ms. Au Man Yi Professor Lam Sing Kwong Simon Mr. Ong Chi King

Headquarter: 18th Floor So Tao Centre Nos. 11-15 Kwai Sau Road Kwai Chung New Territories Hong Kong 30 July 2015

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE SUBDIVISION (2) CHANGE IN BOARD LOT SIZE AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in relation to the Board’s proposal to, amongst others, (i) subdivide each of the existing issued and unissued Shares of HK$0.01 each in the share capital of the Company into ten (10) Subdivided Shares of HK$0.001 each; and (ii) subject to and upon the Share Subdivision becoming effective, change the board lot size from 8,000 existing Shares to 10,000 Subdivided Shares.

The purpose of this circular is to provide you with information in relation to, among other things, details of (i) the Share Subdivision; (ii) the Change in Board Lot Size; and (iii) the notice of the EGM at which an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Share Subdivision.

– 5 –

LETTER FROM THE BOARD

PROPOSED SHARE SUBDIVISION

Basis of Share Subdivision

The Board proposes that each of the existing issued and unissued Shares will be subdivided into ten (10) Subdivided Shares. The Share Subdivision will become effective upon the fulfillment of the condition set out under the section headed “Conditions of Share Subdivision” below. As at the Latest Practicable Date, the authorised share capital of the Company is HK$20,000,000 divided into 2,000,000,000 Shares, of which 640,000,000 Shares are in issue and fully paid or credited as fully paid. There are no outstanding options, warrants, conversion rights or other similar rights giving rights to subscribe for any Shares as at the Latest Practicable Date.

Upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$20,000,000 divided into 20,000,000,000 Subdivided Shares, of which 6,400,000,000 Subdivided Shares will be in issue and fully paid or credited as fully paid, assuming that no further Shares are purchased or issued by the Company prior to the Share Subdivision becoming effective.

Conditions of Share Subdivision

The completion of the Share Subdivision is conditional upon: (a) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Subdivision; and (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares. Assuming that all the conditions are fulfilled, the Share Subdivision will become effective on the next business day following the passing of the ordinary resolution as specified therein, which is expected to take place on Monday, 17 August 2015. An application will be made to the Stock Exchange in respect of such approval for the listing of, and permission to deal in, the Subdivided Shares.

Effect of Share Subdivision

Upon the Share Subdivision becoming effective, the Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any changes in the relative rights of the Shareholders.

The Share Subdivision will not be expected to result in any odd lots other than those already exist.

Other than the expenses, including professional fees and printing charges, to be incurred in relation to the Share Subdivision, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or result in any change in the rights of the Shareholders.

– 6 –

LETTER FROM THE BOARD

Exchange of share certificates

Upon the Share Subdivision becoming effective, the Shareholders may, during the period from Monday, 17 August 2015 to Wednesday, 23 September 2015 (both dates inclusive), submit their Existing Share Certificate(s) to the Company’s branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in exchange for the New Share Certificate(s) free of charge. Thereafter, Existing Share Certificate(s) will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) for each New Share Certificate issued or each Existing Share Certificate submitted for cancellation, whichever the number of certificates issued or cancelled is higher. It is expected that New Share Certificate(s) will be available for collection within 10 business days after the submission of the Existing Share Certificate(s) for exchange. Existing Share Certificate(s) will continue to be good evidence of legal title and may be exchanged for New Share Certificate(s) at any time at the expense of the Shareholders. The New Share Certificate(s) will be yellow in colour so as to be distinguished from the Existing Share Certificate(s) which are blue in colour.

Odd lot arrangement

In order to alleviate the difficulties arising from the existence of odd lots of the Subdivided Shares arising from the Share Subdivision, the Company has appointed Astrum Capital Management Limited as an agent to provide matching service for sale and purchase of odd lots of the Subdivided Shares at the relevant market price per Subdivided Share, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Subdivided Shares to make up a full board lot, or to dispose of their holding of odd lots of the Subdivided Shares. Shareholders who wish to utilise the service should contact Mr. Yam Tsz Man of Astrum Capital Management Limited at 11/F, 122 QRC, 122-126 Queen’s Road Central, Central, Hong Kong (telephone: (852) 3665 8168 and facsimile: (852) 2559 7800) during the period from Monday, 31 August 2015, at 9:00 a.m. to Monday, 21 September 2015, at 4:00 p.m., both days inclusive.

Holders of odd lots of the Subdivided Shares should note that successful matching of the sale and purchase of odd lots of the Subdivided Shares is not guaranteed. If you are in any doubt as to the above arrangements, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Shares are traded on the Stock Exchange in board lots of 8,000 Shares each. The Board will arrange for changing the board lot size for trading in the Shares from 8,000 existing Shares to 10,000 Subdivided Shares after the Share Subdivision becoming effective.

Dealing in the Subdivided Shares on the Stock Exchange in the new board lot size of 10,000 Subdivided Shares is expected to commence at 9:00 a.m. on Monday, 17 August 2015.

– 7 –

LETTER FROM THE BOARD

LISTING AND DEALINGS

An application will be made to the Listing Committee of the Stock Exchange in respect of the approval for the listing of, and permission to deal in the Subdivided Shares.

Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement dates of dealings in the Subdivided Shares respectively on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

No part of the equity or debt securities of the Company is listed or dealt in or listing or permission to deal is being or proposed to be sought on other stock exchanges other than the Stock Exchange.

REASONS FOR AND BENEFITS OF SHARE SUBDIVISION AND CHANGE IN BOARD LOT SIZE

The Share Subdivision (when effective) will decrease the nominal value and increase the total number of shares of the Company in issue and correspondingly result in downward adjustment to the trading price of the shares of the Company so that the market value per board lot of shares of the Company can be reduced to appeal to more investors. The Board is of the view that the Share Subdivision may improve the trading liquidity of the Subdivided Shares and thereby would attract more investors and broaden its Shareholders’ base. Accordingly, the Board considers that the implementation of the Share Subdivision together with the Change in Board Lot Size is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

EGM

A notice convening the EGM to be held on Friday, 14 August 2015 at 11:30 a.m. at 2/F, 100QRC, 100 Queen’s Road Central, Central, Hong Kong for the purpose of considering, and if thought fit, approving the Share Subdivision is set out on pages 11 to 12 of this circular. No Shareholders’ approval is required for the Company’s implementation of the Change in Board Lot Size.

The resolution put to vote at the EGM will be decided by way of poll. None of the Shareholders will be required to abstain from voting at the EGM.

A proxy form for use at the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, you are requested to complete and return the proxy form to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of

– 8 –

LETTER FROM THE BOARD

the proxy form shall not preclude you from attending and voting at the EGM or any adjournment thereof (as the case may be) should you so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

GENERAL

The Company is an investment holding company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the GEM of the Stock Exchange since 2014. The Group is principally engaged in the provision of manned security guarding services in Hong Kong.

RECOMMENDATION

The Directors are of the opinion that the Share Subdivision is in the interests of the Company and the Shareholders as a whole, and accordingly the Board recommends you to vote in favour of the ordinary resolution to be proposed at the EGM.

INTEREST OF COMPLIANCE ADVISOR

As at the Latest Practicable Date, as notified by the Company’s compliance advisor, TC Capital Asia Limited (the “ Compliance Advisor ”), except for the compliance advisor agreement entered into between the Company and the Compliance Advisor dated 11 August 2014, neither the Compliance Advisor nor its directors, employees or its close associates (as defined under the GEM Listing Rules) had any interests in relation to the Company which is required to be notified to the Company pursuant to Rule 6A.32 of the GEM Listing Rules.

INTERESTS IN COMPETING BUSINESS

As of the Latest Practicable Date, having made specific enquiry of all Directors, the controlling shareholders and substantial shareholders of the Company, all of them have confirmed that neither themselves nor their respective associates (as defined in the GEM Listing Rules) had held any position or had interest in any businesses or companies that were or might be materially competing with the business of the Group, or gave rise to any concern regarding conflict of interests.

– 9 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board King Force Security Holdings Limited Fu Yik Lung Chairman and Executive Director

– 10 –

NOTICE OF EGM

KING FORCE SECURITY HOLDINGS LIMITED 冠輝保安控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 08315)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of King Force Security Holdings Limited (the “ Company ”) will be held on Friday, 14 August 2015 at 11:30 a.m. at 2/F, 100QRC, 100 Queen’s Road Central, Central, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the approval for the listing of, and permission to deal in, the Subdivided Shares (as defined below), the Share Subdivision (as defined below) be approved in the following manner:

• (a) each of the existing issued and unissued shares of the Company of HK$0.01 each (the “ Shares ”) in the share capital of the Company be subdivided (the “ Share Subdivision ”) into ten (10) subdivided shares of HK$0.001 each (the “ Subdivided Shares ”) and the Share Subdivision shall take effect on the next business day immediately following the day on which this resolution is passed;

• (b) all of the Subdivided Shares will rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of shares of the Company contained in the memorandum and articles of association of the Company; and

• (c) any one of the directors or the company secretary of the Company be and is hereby authorised to do all such acts, deed and things and to effect all necessary actions as he or she may consider necessary or desirable in order to effect, implement and complete any and all of the matters set out in this resolution.”

By order of the Board King Force Security Holdings Limited Fu Yik Lung Chairman and Executive Director

Hong Kong, 30 July 2015

As at the date of this notice, the Company has (i) four executive Directors, namely Mr. Fu Yik Lung, Ms. Liu Lai Ying, Ms. Chung Pui Yee Shirley and Mr. Zhang Chengzhou; and (ii) three independent non-executive Directors, namely Ms. Au Man Yi, Professor Lam Sing Kwong Simon and Mr. Ong Chi King.

– 11 –

NOTICE OF EGM

Notes:

1. To be valid, the instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member holding two or more shares of the Company may appoint more than one proxy to attend on the same occasion.

3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or the adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

4. Where there are joint registered holders of any share, any one of such persons may vote at the 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 the 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.

5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. A form of proxy for use by shareholders at the Meeting is enclosed.

– 12 –