Chi Kan Holdings Limited — Proxy Solicitation & Information Statement 2024

Jul 26, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chi Kan Holdings Limited, you should at once hand this circular and the accompanying 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 transferee.

CHI KAN HOLDINGS LIMITED 智勤控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9913)

(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) RE-ELECTION OF RETIRING DIRECTORS (3) NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page and the inside cover page of this circular shall have the same respective meanings as those defined in the section headed “DEFINITIONS” of this circular.

A notice convening the AGM of the Company to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on Friday, 23 August 2024 at 11:00 a.m. is set out on pages 20 to 26 of this circular.

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.chikanck.com). Whether or not you are able to attend the AGM, you are requested to read this circular and complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed (i.e. Wednesday, 21 August 2024 at 11:00 a.m.) for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjourned meeting should you so wish. If you attend and vote at the AGM, the instrument appointing your proxy will be deemed to have been revoked.

26 July 2024

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	– EXPLANATORY STATEMENT OF
	THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	– BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION AT THE AGM . . . . . .	15
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		20

– i –

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on Friday, 23 August 2024 at 11:00 a.m. to consider and, if appropriate, to approve the resolutions contained in this notice of the meeting, which is set out on pages 20 to 26 of this circular, or any adjournment thereof

• “Articles”

• the articles of association of the Company adopted on 9 September 2022 as amended, supplemented or otherwise modified from time to time

• “Board”

• the board of Directors

• “close associate(s)” has the meaning ascribed thereto under the Listing Rules

• “Company”

• Chi Kan Holdings Limited (智勤控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed and traded on the Stock Exchange (Stock Code: 9913)

• “Companies Act”

• the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, modified and supplemented from time to time

• “core connected person(s)” has the meaning ascribed thereto under the Listing Rules

• “Director(s)” the director(s) of the Company from time to time

• “Group”

• the Company and its subsidiaries

– 1 –

DEFINITIONS

• “HK$”

• “Hong Kong”

• “Issue Mandate”

• “Latest Practicable Date”

• “Listing Rules”

• “Nomination Committee”

• “Repurchase Mandate”

• “SFO”

• “Share(s)”

• Hong Kong dollars, the lawful currency of Hong Kong

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

• the general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares not exceeding the aggregate of 20% of the number of the issued Shares as at the date of the passing of the relevant resolution

• 22 July 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

• the nomination committee of the Board

the general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares not exceeding the aggregate of 10% of the number of the issued Shares as at the date of the passing of the relevant resolution

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

the ordinary share(s) of the Company with par value of HK$0.01 each

– 2 –

DEFINITIONS

“Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong, as amended, supplemented or otherwise modified from time to time “%” per cent.

– 3 –

LETTER FROM THE BOARD

CHI KAN HOLDINGS LIMITED 智勤控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9913)

Executive Directors: Mr. Lo Hon Kwong Ms. Chan May Kiu

Non-executive Director: Mr. Chen Zhongzhou Independent non-executive Directors: Mr. Lai Yick Fung Ms. Chan Sze Man Mr. Shum Ngok Wa

Registered Office: Windward 3, Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Headquarters and Principal Place of Business in Hong Kong: Rooms 1008 and 1009, 10/F China Shipbuilding Tower 650 Cheung Sha Wan Road Kowloon Hong Kong 26 July 2024

To the Shareholders

Dear Sir/Madam,

(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES (2) RE-ELECTION OF RETIRING DIRECTORS (3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the relevant information regarding, among other matters, (i) the granting of the Issue Mandate and the Repurchase Mandate to the Directors; (ii) the extension of the Issue Mandate by the addition of an amount representing the number of issued Shares repurchased by the Company pursuant to the Repurchase Mandate; and (iii) the re-election of the retiring Directors; and to give you notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the above resolutions.

A notice convening the AGM is set out on pages 20 to 26 of this circular.

– 4 –

LETTER FROM THE BOARD

ISSUE MANDATE

Given that the general unconditional mandate granted to the Directors to allot, issue and deal with the Shares at the annual general meeting of the Company held on 25 August 2023 will expire at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to grant the Issue Mandate to the Directors. Based on 1,000,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Directors will be authorised to exercise all powers of the Company to allot, issue and deal with up to a total of 200,000,000 Shares, being 20% of the aggregate number of the issued Shares as at the date of the resolution in relation thereto. The Issue Mandate, if granted at the AGM, will end at the earliest 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 to be held by the Articles or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

REPURCHASE MANDATE

Given that the general and unconditional mandate granted to the Directors to repurchase Shares at the annual general meeting of the Company held on 25 August 2023 will expire at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the granting of the Repurchase Mandate and based on 1,000,000,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Directors will be authorised to exercise all powers of the Company to repurchase a maximum of 100,000,000 Shares, being 10% of the aggregate number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted at the AGM, will end at the earliest 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 to be held by the Articles or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make informed decisions on whether to vote for or against the resolution approving the Repurchase Mandate.

– 5 –

LETTER FROM THE BOARD

EXTENSION OF THE ISSUE MANDATE

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by the addition to the number of the Shares which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to the Issue Mandate of an amount representing the number of the issued Shares repurchased by the Company pursuant to the Repurchase Mandate, provided that such number of Shares shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution for approving the Issue Mandate.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, there were two executive Directors, namely Mr. Lo Hon Kwong (“ Mr. Lo ”) and Ms. Chan May Kiu (“ Mrs. Lo ”), one non-executive Director, namely Mr. Chen Zhongzhou (“ Mr. Chen ”) and three independent non-executive Directors, namely Mr. Lai Yick Fung (“ Mr. Lai ”), Ms. Chan Sze Man (“ Ms. Chan ”) and Mr. Shum Ngok Wa (“ Mr. Shum ”).

Article 112 of the Articles provides that any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. 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. Accordingly, Mr. Lai and Mr. Shum shall retire by rotation at the AGM and being eligible, will offer themselves for re-election at the AGM.

Article 108(a) of the Articles provides that at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, Mr. Lo and Ms. Chan (together with Mr. Lai and Mr. Shum, collectively the “ Retiring Directors ”) shall retire by rotation at the AGM and being eligible, will offer themselves for re-election at the AGM.

The Nomination Committee has, among other matters, evaluated the performance of each of the Retiring Directors during the period from their respective dates of appointment to 31 March 2024 and found their performance satisfactory.

– 6 –

LETTER FROM THE BOARD

The Nomination Committee has also assessed and reviewed the annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules received from each of the independent non-executive Directors and confirmed that all of them remain independent.

Accordingly, the Nomination Committee recommended to the Board that the Retiring Directors stand for re-election as Directors at the AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM.

The biographical details of each of the Retiring Directors to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements under the Listing Rules.

AGM AND PROXY ARRANGEMENT

The notice convening the AGM to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on Friday, 23 August 2024 at 11:00 a.m. is set out on pages 20 to 26 of this circular. Resolutions will be proposed at the AGM for the purpose of considering and if thought fit, approving the resolutions proposed in the notice of the AGM.

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to read this circular and complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed (i.e. Wednesday, 21 August 2024 at 11:00 a.m.) for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjourned meeting should you so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 7 –

LETTER FROM THE BOARD

VOTING AT THE AGM

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the AGM and contained in the notice of the AGM will be voted by way of a poll by the Shareholders. An announcement on the poll vote results will be made by the Company after the AGM.

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members will be closed from Tuesday, 20 August 2024 to Friday, 23 August 2024, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 19 August 2024.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.

RECOMMENDATION

The Directors consider that (i) the granting of the Issue Mandate and the Repurchase Mandate to the Directors; (ii) the extension of the Issue Mandate by the addition of an amount representing the number of issued Shares repurchased by the Company pursuant to the Repurchase Mandate; and (iii) the re-election of the Retiring Directors as set out in the notice of the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM as set out in the notice of the AGM on pages 20 to 26 of this circular.

– 8 –

LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is also drawn to the information set out in the appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board

Chi Kan Holdings Limited

Lo Hon Kwong

Chairman and Executive Director

– 9 –

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

This appendix serves as an explanatory statement as required by Rule 10.06(1)(b) and other relevant provisions of the Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the AGM granting the Repurchase Mandate.

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. SHAREHOLDERS’ APPROVAL

All proposed repurchase of shares on the Stock Exchange by the Company must be approved in advance by the Shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval to the Directors.

2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of passing such resolution at the AGM, the Directors would be authorised to repurchase up to a maximum of 100,000,000 Shares, representing 10% of the aggregate number of the issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end at the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

– 10 –

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

4. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per share and/or earnings per share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

5. SOURCE OF FUNDS

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s funds legally available for such purpose in accordance with the applicable laws and regulations of the Cayman Islands, the Listing Rules and the Articles. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

6. IMPACT OF REPURCHASES

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 March 2024, being the date of its latest published audited consolidated financial statements. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

– 11 –

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

7. SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange in each of the past 12 months preceding, and up to the Latest Practicable Date were as follows:

	Traded Price	(HK$)
	Lowest	Highest
2023
July	2.42	2.56
August	2.44	2.80
September	2.74	3.40
October	3.28	3.44
November	3.14	3.50
December	3.12	3.29
2024
January	2.97	3.25
February	3.01	3.25
March	2.98	3.19
April	2.89	3.04
May	2.70	2.92
June	2.63	2.91
July (up to and including
the Latest Practicable Date)	2.19	2.67

8. DIRECTORS ’ INTENTION TO SELL SHARES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their respective close associate(s), has any present intention to sell to the Company or any member of the Group any of the Shares if the Repurchase Mandate is approved at the AGM.

– 12 –

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

9. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

10. EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

To the best knowledge and belief of the Directors, as at the Latest Practicable Date, Magnificent Faith Limited (“ Magnificent Faith ”) was beneficially interested in 446,750,000 Shares, representing approximately 44.68% of the total number of issued Shares. Magnificent Faith is beneficially wholly-owned by Mr. Lo and hence, by virtue of the SFO, Mr. Lo is deemed to be interested in 446,750,000 Shares held by Magnificent Faith, representing approximately 44.68% of the total number of issued Shares. Besides, Mrs. Lo, being the spouse of Mr. Lo, is deemed to be interested in all Shares held by Mr. Lo under the SFO. In addition, as at the Latest Practicable Date, CT Vision Strategic Company Limited (“ CT Vision ”) was beneficially interested in 191,250,000 Shares, representing approximately 19.13% of the total number of issued Shares. CT Vision is beneficially wholly-owned by Dr. Ho Chun Kit Gregory (“ Dr. Ho ”) and hence, by virtue of the SFO, Dr. Ho is deemed to be interested in 191,250,000 Shares held by CT Vision, representing approximately 19.13% of the total number of issued Shares. In the event that the Directors exercise in full the Repurchase Mandate, the interests in the Company of each of (i) Magnificent Faith, Mr. Lo and Mrs. Lo; and (ii) CT Vision and Dr. Ho would be increased to approximately 49.64% and 21.26% of the total number of the issued Shares respectively and such increases will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase of Shares under the Repurchase Mandate.

– 13 –

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate whether in whole or in part will result in the aggregate amount of the issued Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the Listing Rules. The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in the amount of the Shares held by the public being reduced to less than 25% of the issued Shares.

11. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the previous six months preceding the Latest Practicable Date.

– 14 –

APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

The following are the biographical details of the Directors who will retire as required by the Articles and the Listing Rules and are proposed to be re-elected at the AGM.

EXECUTIVE DIRECTOR

Mr. Lo Hon Kwong (“Mr. Lo”)

Mr. Lo , aged 64, is an executive Director and the chairman of the Board. He is responsible for the overall strategic planning and business development and overseeing the daily operation of the Group. Mr. Lo also holds directorship in certain subsidiaries of the Company.

Mr. Lo attained his secondary school education in the People’s Republic of China. Mr. Lo has over 35 years of experience in the construction industry. Prior to the incorporation of Chi Kan Engineering Company Limited together with his spouse, Ms. Chan May Kiu, in March 1996, Mr. Lo worked as a foreman in Holly Woodworks Engineering Limited, a construction company in Hong Kong, from 1981 to 1989, where he was responsible for monitoring construction projects. He started and carried out his own construction business under the trade name of “Chi Kan” from 1989 to 1996.

Mr. Lo has entered into a service agreement with the Company for a term of three years commencing from 17 July 2023 until terminated by not less than three months’ notice in writing served by either party. Mr. Lo is entitled to an annual remuneration of HK$1,600,000 (excluding payment pursuant to any discretionary benefits or bonus, granting of share options or other fringe benefits). Such remuneration was determined on a case-by-case basis depending on the experience, level of responsibility and general market conditions. Mr. Lo is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

As at the Latest Practicable Date, Magnificent Faith (which is wholly-owned by Mr. Lo) is interested in 446,750,000 Shares of the Company, representing approximately 44.68% of the total number of issued Shares. By virtue of the SFO, Mr. Lo is deemed to be interested in all the Shares held by Magnificent Faith. Mr. Lo is the spouse of Ms. Chan May Kiu, an executive Director.

– 15 –

APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Chan Sze Man (“Ms. Chan”)

Ms. Chan , aged 43, is an independent non-executive Director. She is responsible for the provision of independent advice to the Board.

Ms. Chan obtained her Bachelor’s degree of Business Administration in Accounting from The Hong Kong University of Science and Technology in November 2003. She has been a fellow of the Hong Kong Institute of Certified Public Accountants since March 2016.

Ms. Chan has over 15 years of experience in the accounting and auditing industry in Hong Kong. From September 2003 to April 2010, Ms. Chan worked in Deloitte Touche Tohmatsu, an international accounting firm, with her last position as a manager. In June 2010, she joined Tongda Group Holdings Limited, a company listed on the Main Board (stock code: 698), which is engaged in electronic products business, as an account manager and was promoted to the position of chief financial officer and company secretary in January 2011, where she was responsible for the corporate finance, accounts and company secretarial functions until August 2018, when she has been appointed as a non-executive director of the company. Ms. Chan acted as an independent non-executive director of Sunrise (China) Technology Group Limited (currently known as KOALA Financial Group Limited), a company listed on GEM of the Stock Exchange (stock code: 8226) from October 2012 to April 2015. Ms. Chan also acted as an independent non-executive director of Millennium Pacific Group Holdings Limited, a company listed on GEM of the Stock Exchange (stock code: 8147) from June 2014 to July 2017. She has been serving as an independent non-executive director of Prosperous Future Holdings Limited (formerly known as Future Development Holdings Limited and as China Child Care Corporation Limited), a company listed on the Main Board (stock code: 1259) since September 2016. From September 2018 to November 2019, Ms. Chan worked in Transmit Entertainment Limited, a company listed on the Main Board (stock code: 1326), which is engaged in media and entertainment business in Hong Kong and the PRC, as the chief financial officer where she was responsible for finance, accounts and secretarial matters of the company.

– 16 –

APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

In March 2012, two writs of summons were issued against Seamless Green China (Holdings) Limited (“ Seamless Green ”), a company listed on GEM of the Stock Exchange (stock code: 8150), and its directors including Ms. Chan. One of the claims alleged that the directors of Seamless Green breached their fiduciary duties by issuing a notice to convene a special general meeting in Dongguan, Guangdong at an early hour of the day so as to discourage or prevent shareholders from attending and voting at the special general meeting. The other claim alleged that the directors of Seamless Green breached their fiduciary duties by issuing warrants and share options to others so as to dilute the then shareholders’ voting rights which might result in the relevant resolutions at the special general meeting not being passed. The writs were issued against Ms. Chan solely because she was then one of the directors of Seamless Green and none of the claims was made against Ms. Chan personally. Ms. Chan resigned from her position in November 2013. The claims relating to Ms. Chan under the writs were dismissed in April 2018.

The Company has renewed the appointment of Ms. Chan pursuant to a letter of appointment for a term of three years commencing from 17 July 2023 until terminated by not less than three months’ notice in writing served by either party. Ms. Chan is entitled to an annual remuneration of HK$150,000. Such remuneration was determined on a case-by-case basis depending on the experience, level of responsibility and general market conditions. Ms. Chan is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Mr. Lai Yick Fung (“Mr. Lai”)

Mr. Lai , aged 53, possesses over 25 years of work experience in finance and accounting and company secretarial matters in various Hong Kong listed companies. Mr. Lai is currently working as the chief financial officer and company secretary of Value Convergence Holdings Limited (Stock code: 821), a company listed on Main Board of the Stock Exchange since April 2018 and May 2018 respectively. Prior to that, he joined China Eco-Farming Limited, a company listed on the GEM of the Stock Exchange (Stock Code: 8166), as company secretary from May 2015 to March 2018 and as executive director from July 2015 to March 2018. Mr. Lai obtained his master degree of science in financial management with merits award from University of London in 2004 and bachelor degree of arts in accountancy from Hong Kong Polytechnic University in 1993. Mr. Lai was a fellow member of The Hong Kong Chartered Governance Institute and an associate member of The Hong Kong Institute of Certified Public Accountants.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

Mr. Lai has entered into a letter of appointment as independent non-executive Director for an initial term of two years commencing from 2 April 2024, which is terminable by either party by giving to the other one month’s prior notice in writing. Mr. Lai is entitled to a director’s remuneration of HK$150,000 per annum. Such remuneration was determined on a case-by-case basis depending on the experience, level of responsibility and general market conditions. Mr. Lai is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Mr. Shum Ngok Wa (“Mr. Shum”)

Mr. Shum , aged 35, possesses extensive experience in the finance industry and profound expertise in corporate management.

From September 2012 to February 2018, Mr. Shum worked in credit and risk control department of Kingston Securities Limited, where he was responsible for credit assessment and risk control matters. Subsequently, from July 2019 to February 2022, he worked at Premium Financial Limited, leaving with his last position as a director, overseeing the overall management and operation of the money lending business in Hong Kong.

Since August 2023, He has been a founder and director of a Software as a Service (SaaS) company in Hong Kong, delivering SaaS technology solutions for e-commerce businesses, principally in the Greater China Region.

Mr. Shum has served as an executive director of Dowway Holdings Limited (Stock Code: 8403) since December 2022. Additionally, Mr. Shum also previously held positions as a non-executive director of Leadway Technology Investment Group Limited (formerly known as HNA Technology Investments Holdings Limited) (Stock Code: 2086) from August 2021 to July 2022 and as a non-executive director of Hang Pin Living Technology Company Limited (formerly known as Highlight China IoT International Limited) (Stock Code: 1682) from July 2016 to June 2017.

Mr. Shum obtained his bachelor degree of Business Administration (Honours) in Quantitative Finance and Risk Management from City University of Hong Kong in 2011. Mr. Shum is also a Certified Financial Risk Manager (FRM) of the Global Association of Risk Professionals.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM

Mr. Shum has entered into a letter of appointment as independent non-executive Director for an initial term of two years commencing from 1 February 2024, which is terminable by either party by giving to the other one month’s prior notice in writing. Mr. Shum is entitled to a director ’s remuneration of HK$150,000 per annum. Such remuneration was determined on a case-by-case basis depending on the experience, level of responsibility and general market conditions. Mr. Shum is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

As at the Latest Practicable Date, save as disclosed above, each of the Retiring Directors (i) did not hold any other positions within the Group, nor other major appointments and professional qualifications; (ii) had no relationship with any Director, member of senior management of the Group or substantial or controlling shareholders the Company; (iii) did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date; and (iv) did not have, and was not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, each of the Retiring Directors has confirmed that there is no information which is discloseable nor is/was he/she involved in any of the matters required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

CHI KAN HOLDINGS LIMITED 智勤控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9913)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of Chi Kan Holdings Limited (the “ Company ”) will be held at 9/F., Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on Friday, 23 August 2024 at 11:00 a.m. (or the adjournment thereof) for the following purposes:

The capitalised terms used herein shall have the same meanings ascribed to them in the circular of the Company dated 26 July 2024.

ORDINARY RESOLUTIONS

As ordinary business to consider and, if thought fit, pass with or without amendments, the following resolutions (the “ Resolution ”) as ordinary resolutions of the Company:

1. To receive and consider the audited consolidated financial statements and reports of the directors and independent auditor of the Company and its subsidiaries for the year ended 31 March 2024.

2. To re-appoint ZHONGHUI ANDA CPA Limited as the independent auditor of the Company and authorise the Board to fix their remuneration.

3. (a) To re-elect Mr. Lo Hon Kwong as an executive director (the “ Director ”) of the Company.

4. (b) To re-elect Ms. Chan Sze Man as an independent non-executive Director.

5. (c) To re-elect Mr. Lai Yick Fung as an independent non-executive Director.

6. (d) To re-elect Mr. Shum Ngok Wa as an independent non-executive Director.

7. To authorise the Board to fix the remuneration of the Directors for the year ending 31 March 2025.

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) subject to paragraph (c) of this Resolution below and pursuant to the Listing Rules, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and/or deal with additional shares in the capital of the Company or securities convertible into or exchangeable for shares, or options or warrants, for similar rights to subscribe for any shares 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;

3. (b) the approval in paragraph (a) of this Resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate number of the shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors during the Relevant Period pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to:

   • (i) any Rights Issue (as defined below);

   • (ii) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors of the Company, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares;

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company; or

• (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants or convertible bonds/notes issued by the Company or any securities of the Company which carry rights to subscribe for or are convertible into shares in the Company with an aggregate nominal value shall not exceed 20% of the total number of issued shares of the Company as at the date of passing this Resolution; and the authority pursuant to paragraph (a) of this Resolution above shall be limited accordingly; and

• (d) for the purposes of this Resolution:

• “ Relevant Period ” means the period from the date of the passing of this Resolution until whichever is the earliest 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 to be held by the Articles, the Companies Act or any other applicable laws to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked, renewed or varied by way of an ordinary resolution by the Shareholders of the Company in a general meeting;

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NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company).”

1. “ THAT :

2. (a) subject to paragraph (b) of this Resolution below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase the issued shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission (the “ SFC ”) and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of the shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution above with an aggregate nominal value shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this Resolution, and the said approval shall be limited accordingly;

4. (c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution above, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution above which had been granted to the Directors and which are still in effect be and are hereby revoked; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this Resolution:

“ Relevant Period ” means the period from the date of the passing of this Resolution until whichever is the earliest 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 to be held by the Articles, the Companies Act or any other applicable laws; and

• (iii) the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the Shareholders of the Company in a general meeting.”

• “ THAT :

conditional upon Resolutions numbered 5 and 6 set out in this notice convening this meeting being passed, the general and unconditional mandate granted to the Directors pursuant to Resolution numbered 5 set out in this notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of the shares in the capital of the Company repurchased under the authority granted pursuant to Resolution numbered 6 set out in this notice, provided that such amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing this Resolution.”

By order of the Board Chi Kan Holdings Limited Lo Hon Kwong Chairman and Executive Director

Hong Kong, 26 July 2024

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

Windward 3, Regatta Office Park

PO Box 1350

Grand Cayman KY1-1108

Cayman Islands

Headquarters and Principal Place of Business in Hong Kong:

Rooms 1008 and 1009, 10/F

China Shipbuilding Tower 650 Cheung Sha Wan Road

Kowloon

Hong Kong

Notes:

1. Any member of the Company (the “ Member ”) entitled to attend and vote at the AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the AGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the AGM in person, the form of proxy will be deemed to have been revoked.

3. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, at the office of the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed (i.e. Wednesday, 21 August 2024 at 11:00 a.m.) for holding the AGM or its adjournment (as the case may be).

4. For determining the entitlement of the Members to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 20 August 2024 to Friday, 23 August 2024 (both days inclusive), during which period no transfer of Shares will be effected. To qualify for attending and voting at the AGM, non-registered Members must lodge all transfer documents, accompanied by the relevant share certificates with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 19 August 2024.

5. In relation to the proposed Resolution numbered 3 above, Mr. Lo Hon Kwong, Ms. Chan Sze Man, Mr. Shum Ngok Wa and Mr. Lai Yick Fung will retire as Directors at the AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in Appendix II to the Company’s circular dated 26 July 2024 (the “ Circular ”).

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NOTICE OF ANNUAL GENERAL MEETING

1. In relation to the proposed Resolution numbered 5 above, approval is being sought from the Members for the grant to the Directors of a general and unconditional mandate to authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any new Shares.

2. In relation to the proposed Resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Company and the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the Circular.

3. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under the Listing Rules.

4. Where there are joint holders of any Share, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the AGM personally or by proxy, that one of such joint holders so present whose name stands first in the register of members of the Company in respect of the joint holding shall alone be entitled to vote in respect thereof.

5. (a) Subject to paragraph (b) below, if a tropical cyclone typhoon signal no. 8 is hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is expected to be in force at 8:00 a.m. on the date of the AGM, the AGM will be postponed and the Members will be informed of the date, time and venue of the postponed AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

6. (b) If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the AGM and where conditions permit, the AGM will be held as scheduled.

7. (c) The AGM will be held as scheduled when a tropical cyclone typhoon signal no. 3 is hoisted or an amber or red rainstorm warning signal is in force.

8. (d) After considering their own situations, the Members should decide on their own as to whether they would attend the AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

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

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