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Chi Kan Holdings Limited — Proxy Solicitation & Information Statement 2025
Jul 24, 2025
51169_rns_2025-07-24_608b993b-bca2-4f02-ba74-bfe04baaed9b.pdf
Proxy Solicitation & Information Statement
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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 to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen's Road Central, Hong Kong on Friday, 22 August 2025 at 11:00 a.m. is set out on pages 18 to 24 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, 20 August 2025 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.
25 July 2025
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 ... 18
-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, 22 August 2025 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 18 to 24 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
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"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
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DEFINITIONS
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
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 (including any sale or transfer of Treasury Shares out of Treasury) not exceeding the aggregate of 20% of the number of the issued Shares (excluding Treasury Shares) as at the date of the passing of the relevant resolution
"Latest Practicable Date"
18 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time
"Nomination Committee"
the nomination committee of the Board
"Repurchase Mandate"
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 (excluding Treasury Shares) as at the date of the passing of the relevant resolution
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
the ordinary share(s) of the Company with par value of HK$0.01 each
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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
"Treasury Shares"
has the meaning as defined under the Listing Rules
"%"
per cent.
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
Ms. Zhou Honghong
Registered Office:
Windward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Non-executive Director:
Mr. Chen Zhongzhou
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
25 July 2025
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 18 to 24 of this circular.
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 23 August 2024 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 with no Treasury Shares as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be repurchased 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 (excluding any Treasury 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 23 August 2024 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 with no Treasury Shares as at the Latest Practicable Date, and assuming that no further Shares will be issued and no Shares will be repurchased 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 (excluding any Treasury 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.
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 (excluding any Treasury 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 three executive Directors, namely Mr. Lo Hon Kwong ("Mr. Lo"), Ms. Chan May Kiu ("Mrs. Lo") and Ms. Zhou Honghong ("Ms. Zhou"), 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, Ms. Zhou shall retire by rotation at the AGM and being eligible, will offer herself 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, Mrs. Lo and Mr. Chen (together with Ms. Zhou, 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 2025 and found their performance satisfactory.
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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, 22 August 2025 at 11:00 a.m. is set out on pages 18 to 24 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, 20 August 2025 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.
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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, 19 August 2025 to Friday, 22 August 2025, 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, 18 August 2025.
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 18 to 24 of this circular.
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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
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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:
- 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.
- 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.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares, and the Company did not hold any Treasury 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 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 (excluding any Treasury 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.
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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
If the Company repurchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) 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, and counted towards the Issue Mandate and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
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 HKSCC 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.
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.
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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
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 2025, 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.
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 | |
| 2024 | ||
| July | 2.19 | 2.67 |
| August | 2.32 | 2.75 |
| September | 2.19 | 2.60 |
| October | 2.51 | 3.00 |
| November | 2.63 | 2.76 |
| December | 2.40 | 2.80 |
| 2025 | ||
| January | 2.32 | 2.70 |
| February | 2.28 | 2.76 |
| March | 2.32 | 2.55 |
| April | 2.38 | 2.68 |
| May | 2.57 | 2.76 |
| June | 2.49 | 2.74 |
| July (up to and including | ||
| the Latest Practicable Date) | 2.48 | 2.69 |
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.
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 376,750,000 Shares, representing approximately 37.6% 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 376,750,000 Shares held by Magnificent Faith, representing approximately 37.6% 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 the event that the Directors exercise in full the Repurchase Mandate, the shareholding of Magnificent Faith in the Company would be increased to approximately 41.9% of the total number of the issued Shares and such increases may give rise to an 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.
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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.
- 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.
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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 DIRECTORS
Ms. Chan May Kiu ("Mrs. Lo")
Ms. Chan May Kiu (陳美嬌), aged 60, has been appointed as an executive Director and the chief operations officer of the Group since 9 August 2019. She is responsible for overseeing the administration, human resources and financial matters of the Group.
Mrs. Lo attained her secondary school education in Hong Kong. From October 1986 to July 1989, Mrs. Lo worked as a sales clerk in Hang Hing Steel Furniture Company, a Hong Kong company engaged in the sales of furniture, where she was responsible for the sales and accounting matters of the company. From 1989 to 1993, Mrs. Lo worked as an accounts clerk in Holly Woodworks Engineering Limited, a construction company in Hong Kong, where she was responsible for the accounting matters of the company. She incorporated Chi Kan Engineering Company Limited together with Mr. Lo in March 1996.
Mrs. Lo has entered into a service agreement with the Company for an initial fixed term of three years commencing from the Listing Date until terminated by not less than three months' notice in writing served by either party. Mrs. Lo is entitled to an annual remuneration of HK$1,625,000 (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. Mrs. 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) was interested in 376,750,000 Shares of the Company, representing approximately $37.6\%$ 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. Mrs. Lo is the spouse of Mr. Lo and accordingly, is deemed to be interested in all the Shares interested by Mr. Lo for the purpose of the SFO.
Save as disclosed above, Mrs. Lo does not hold any directorship in any other listed companies in the last three years. Mrs. Lo does not have any relationship with any Director, senior management, substantial shareholder or Controlling Shareholder of the Company. Save as disclosed above, there is no other matter concerning the re-election of Mrs. Lo that needs to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Ms. Zhou Honghong ("Ms. Zhou")
Ms. Zhou, aged 38, has been appointed as an executive Director since 7 March 2025. Ms. Zhou possesses extensive management experience in the finance and e-commerce operations industry and profound expertise in corporate management.
Ms. Zhou joined the Group in February 2021. She is currently a director and/or legal representative of certain subsidiaries of the Company, including the president, director and legal representative of Baiyin Zhiqin Technology Development Co., Ltd. (白銀智勤科技發展有限公司), the legal representative and executive director of Xi'an Zhiqin Technology Development Co., Ltd. (西安智勤科技發展有限公司), and the president and director of Yunchuang Space (Jinhua) Technology Co., Ltd.* (雲創空間(金華)科技有限公司).
Prior to joining the Group, from 2007 to 2013, Ms. Zhou worked as a finance manager at Xi'an Shulin Book Technology Co., Ltd. (西安書琳圖書科技有限公司), where she was responsible for financial accounting, day-to-day financial management and purchasing management of the company. From 2015 to 2016, Ms. Zhou worked as a finance and administrative manager at Jinghong Investment Real Estate Development Co., Ltd. (京泓投資房地產開發有限公司), where she was responsible for financial management and administrative management. She then served as the executive vice president of Baiyin Jinqi Technology Development Co., Ltd.* (白銀金奇科技發展有限公司) from 2017 to 2020, where she was responsible for the day-to-day operation and management of the new retail and e-commerce segment, supply chain management and financial management of the company.
Ms. Zhou obtained her bachelor's degree in computerised accounting from the Gansu Economic and Trade School* (甘灌省經濟貿易學校) in July 2006. She is currently pursuing a business administration degree from the Lanzhou University of Finance and Economics.
Ms. Zhou has entered into a service contract as executive Director with the Company for an initial term of three years commencing from 7 March 2025, which is terminable by either party by giving to the other three month's prior notice in writing. Ms. Zhou shall hold office only until the first annual general meeting of the Company after her appointment and shall be subject to re-election at such meeting in accordance with the articles of association of the Company. Ms. Zhou will be entitled to a director's remuneration of HK$600,000 per annum, which had been approved by the Board on the recommendation of the remuneration committee of the Board (the "Remuneration Committee") and determined with reference to her general duties and responsibilities and the prevailing market conditions.
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For identification purpose only.
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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
NON-EXECUTIVE DIRECTOR
Mr. Chen Zhongzhou ("Mr. Chen")
Mr. Chen, aged 55, has been appointed as the non-executive Director since 30 November 2021. Mr. Chen graduated from Capital Normal University with a bachelor's degree in calligraphy in July 2002. Mr. Chen is currently the curator of Chen Zhongzhou Art Gallery (陳忠洲藝術館). He is also the dean of the school of arts of Qingdao Huanghai University (青島黃海學院美術學院) and the school of fine arts of University of Jinan (濟南大學美術學院). Mr. Chen is also working as a vice curator and an executive vice director of China Zhigong Art Gallery (中國致公畫院) and Zhongwai Celebrities Culture Research Association* (中外名人文化研究會) respectively.
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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For identification purpose only.
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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, 22 August 2025 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 25 July 2025.
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:
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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 2025.
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To re-appoint ZHONGHUI ANDA CPA Limited as the independent auditor of the Company and authorise the Board to fix their remuneration.
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(a) To re-elect Ms. Chan May Kiu as an executive director (the "Director") of the Company.
(b) To re-elect Ms. Zhou Honghong as an executive Director.
(c) To re-elect Mr. Chen Zhongzhou as a non-executive Director.
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To authorise the Board to fix the remuneration of the Directors for the year ending 31 March 2026.
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT:
(a) subject to paragraph (c) of this Resolution below and pursuant to the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), 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 (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Listing Rules) out of treasury if permitted under the Listing Rules) 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;
(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;
(c) the aggregate number of the shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (including any sale or transfer of treasury shares out of treasury) (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 shall not exceed 20% of the total number of issued shares of the Company (excluding any treasury shares) 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).
- "THAT:
(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 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 Listing Rules, be and is hereby generally and unconditionally approved;
(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 shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this Resolution, and the said approval shall be limited accordingly;
(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 (excluding any treasury 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, 25 July 2025
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:
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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.
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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.
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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, 20 August 2025 at 11:00 a.m.) for holding the AGM or its adjournment (as the case may be).
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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, 19 August 2025 to Friday, 22 August 2025 (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, 18 August 2025. The record date for the purpose of determining the eligibility of the Shareholders to attend and vote at the AGM is 22 August 2025.
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In relation to the proposed Resolution numbered 3 above, Ms. Chan May Kiu, Ms. Zhou Honghong and Mr. Chen Zhongzhou 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 25 July 2025 (the "Circular").
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NOTICE OF ANNUAL GENERAL MEETING
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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.
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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.
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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.
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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.
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(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.
(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.
(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.
(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.
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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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