China In-Tech Limited — Proxy Solicitation & Information Statement 2017

Aug 30, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kenford Group 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 agents through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00464)

GENERAL MANDATES TO ISSUE SHARES, TO REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (“AGM”) of Kenford Group Holdings Limited (the “Company”) to be held at The Empire Room 1, 1st Floor, Empire Hotel Hong Kong, 33 Hennessy Road, Wan Chai, Hong Kong on Friday, 29 September 2017 at 10:00 a.m. is set out on pages 16 to 21 of this circular. A form of proxy for use at the AGM is also enclosed.

Whether or not you are able to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person in the AGM or any adjournment thereof if you so wish and in such event, the form of proxy will be deemed to be revoked.

31 August 2017

CONTENTS

		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandates to Issue Shares and to Repurchase Shares . . . . . . . . . . . . . . .	4
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Voting by way of Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory Statement of the Repurchase Mandate. . . . . . . . . . . . . .	8
Appendix II	– Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19

– i –

DEFINITIONS

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

• “Annual General Meeting” or “AGM”

an annual general meeting of the Company to be held at The Empire Room 1, 1st Floor, Empire Hotel Hong Kong, 33 Hennessy Road, Wan Chai, Hong Kong on Friday, 29 September 2017 at 10:00 a.m., or any adjournment thereof

• “Articles”

the articles of association of the Company

• “associate(s)”

shall have the meaning ascribed to it in the Listing Rules

“Board”

• “close associate(s)”

the board of Directors (including both Executive and Independent Non-Executive Directors) shall have the meaning ascribed to it in the Listing Rules

• “Company”

Kenford Group Holdings Limited（建福集團控股有限公 司）, a company incorporated in the Cayman Islands on 10 November 2004 with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

“Companies Law” the Companies Law, Chapter 22 (Law 3 of 1961) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

• “connected person(s)”

shall have the meaning ascribed to it in the Listing Rules

• “core connected person(s)”

shall have the meaning ascribed to it in the Listing Rules

“Directors”

directors (including both Executive and Independent NonExecutive Directors) of the Company

“Group”

the Company and its subsidiaries

“Hong Kong”

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

– 1 –

DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong from time to time

“Issuance Mandate” as defined in paragraph 2(a) of the Letter from the Board in this circular “Latest Practicable Date” 28 August 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time “Main Board” the Main Board of the Stock Exchange “Repurchase Mandate” as defined in paragraph 2(b) of the Letter from the Board in this circular “SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” holder(s) of Share(s) “Share(s)” share(s) of HK$0.001 each in the share capital of the Company “Substantial Shareholder(s)” shall have the meaning ascribed to it in the Listing Rules “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “%” per cent

– 2 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00464)

Executive Directors

Mr. LAM Wai Ming (Chairman) (resigned with effect from 12 September 2017) Mr. TAM Chi Sang (Managing Director) (resigned with effect from 12 September 2017) Ms. CAI Dongyan Mr. ZHANG Huijun Ms. Pauline LAM

Non-executive Director:

Mr. KWOK Kai Hing Daniel

Independent Non-executive Directors: Mr. CHIU Fan Wa (resigned with effect from 12 September 2017)

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Unit 2511-2517 on 25th Floor of Tower A, Regent Centre 63 Wo Yi Hop Road, Kwai Chung New Territories, Hong Kong

Mr. CHOI Hon Keung (resigned with effect from 12 September 2017)

Mr. LI Chi Chung (resigned with effect from 12 September 2017)

Mr. HAN Dengpan

Mr. FUNG Chi Kin

Mr. HUANG Zhiwei

31 August 2017

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES, TO REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the forthcoming AGM to approve (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the aggregate number of the Shares repurchased by the Company under the Repurchase Mandate and (iv) the re-election of retiring Directors.

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LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 11 August 2016, general mandates were granted to the Directors to exercise the powers of the Company to issue Shares and to repurchase Shares respectively. Such general mandates will lapse at the conclusion of the AGM.

It will therefore be proposed at the forthcoming AGM to approve the granting of new general mandates to the Directors to exercise the power of the Company:

• (a) to allot, issue and deal with new Shares of an aggregate number not exceeding 20% of the aggregate number of shares of the Company in issue on the date of passing of such resolution (“Issuance Mandate”);

• (b) to repurchase Shares on the Stock Exchange of an aggregate number not exceeding 10% of the aggregate number of shares of the Company in issue on the date of passing of such resolution (“Repurchase Mandate”); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate number of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 445,646,000 Shares. Subject to the passing of the proposed ordinary resolution for approving the Issuance Mandate at the AGM and on the basis that there is no change in the issued and paid up share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Issuance Mandate, the Company would be allowed under the Issuance Mandate to issue and/or to make or grant offers, agreements and options which might require the issue of a maximum of 89,129,200 Shares during the period in which the Issuance Mandate remains in force.

The Issuance Mandate and Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in ordinary resolutions numbered 5.(A)(d) and 5.(B)(c) set out in the notice of AGM. A resolution authorizing the extension of the Issuance Mandate to include the aggregate number amount of such Shares repurchased (if any) under the Repurchase Mandate will be proposed as ordinary resolution numbered 5.(C) set out in the notice of AGM. With reference to the Issuance Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto.

– 4 –

LETTER FROM THE BOARD

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution for granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

3. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised five Executive Directors, Mr. Lam Wai Ming (Chairman), Mr. Tam Chi Sang (Managing Director), Ms. Cai Dongyan, Mr. Zhang Huijun and Ms. Pauline Lam, one non-executive Director, Mr. Kwok Kai Hing Daniel, and six Independent Non-Executive Directors, Mr. Chiu Fan Wa, Mr. Choi Hon Keung, Mr. Li Chi Chung, Mr. Han Dongpan, Mr. Fung Chi Kin and Mr. Huang Zhiwei.

Each of Mr. Lam Wai Ming, Mr. Tam Chi Sang, Mr. Chiu Fan Wa, Mr. Choi Hon Keung and Mr. Li Chi Chung has resigned with effect from 12 September 2017.

According to Article 86(3), the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the 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. Cai Dongyan, Mr. Zhang Huijun, Ms. Pauline Lam, Mr. Kwok Kai Hing Daniel, Mr. Han Dongpan, Mr. Fung Chi Kin and Mr. Huang Zhiwei shall retire and, being eligible, offer themselves for re-election at the AGM in accordance with Article 86(3).

Pursuant to Rule 13.74 of the Listing Rules, the biographical details of Ms. Cai Dongyan, Mr. Zhang Huiji, Ms. Pauline Lam, Mr. Kwow Kai Hing Daniel, Mr. Han Dongpan, Mr. Fung Chi Kin and Mr. Huang Zhiwei are set out in Appendix II to this circular.

4. AGM AND PROXY ARRANGEMENT

A notice convening the AGM to be held on Friday, 29 September 2017 is set out on pages 19 to 24 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issuance Mandate and the Repurchase Mandate, the extension of the Issuance Mandate by the addition thereto of the aggregate number of the Shares repurchased pursuant to the Repurchase Mandate and the re-election of the retiring Directors.

– 5 –

LETTER FROM THE BOARD

To the extent that the Company is aware having made all reasonable enquiries, none of the Shareholders is required to abstain from voting in respect of the ordinary resolution to be proposed at the Annual General Meeting.

A form of proxy for use at the AGM is enclosed with this circular. You are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof, whether or not you are able to attend at the AGM in person. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the form of proxy will be deemed to be revoked.

5. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM must be taken by poll. The chairman of the AGM will therefore demand a poll for every resolution put to the vote of the AGM and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. RECOMMENDATION

The Directors (including the independent non-executive Directors) believe that the granting and extension of the Issuance Mandate, the granting of the Repurchase Mandate and the re-election of retiring Directors are in the best interests of the Company, the Group and the Shareholders as a whole and are fair and reasonable. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant ordinary resolutions to be proposed at the AGM.

7. 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 Group. 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.

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LETTER FROM THE BOARD

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement of the Repurchase Mandate) and Appendix II (Details of Directors Proposed for Reelection) to this circular.

Yours faithfully For and on behalf of KENFORD GROUP HOLDINGS LIMITED Zhang Huijun Director

– 7 –

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

This is the explanatory statement required under the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, amongst which it is provided that all proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by Shareholders by an ordinary resolution, either by way of a general mandate, or by a special approval in relation to specific transactions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 445,646,000 Shares. Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further securities of the Company are issued and no further Shares are repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 44,564,600 Shares (representing 10% of the Shares in issue as at the date of granting of the Repurchase Mandate).

3. REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and the Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company the flexibility to do so when appropriate.

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APPENDIX I

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the laws of the Cayman Islands, the Listing Rules and/or any other applicable laws. Repurchases pursuant to the Repurchase Mandate will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for such purpose or, subject to the Articles and the laws of the Cayman Islands, out of capital. Any premium payable on a repurchase over the par value of the Shares to be repurchased must be provided out of the profits of the Company or out of sums standing to the credit of the share premium account of the Company or, subject to the Articles and the laws of the Cayman Islands, out of capital.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2017 in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels, which in the view of the Directors are from time to time appropriate for the Company.

5. UNDERTAKING OF THE DIRECTORS

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 and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

6. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge and belief having made all reasonable enquires, any of their close associates, has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries.

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company or its subsidiaries nor has he/she undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

7. EFFECT OF TAKEOVERS CODE

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

As at the Latest Practicable Date and insofar the Directors, are aware that China Yuen Capital Limited (“China Yuen”) was interested in 286,390,000 Shares representing interests of approximately 64.26% of the issued share capital of the Company. On the basis that no Shares are issued or repurchased prior to the date of the AGM, in the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the aggregate interests of China Yuen would be increased to approximately 71.40% of the total issued share capital of the Company and such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Based on the existing shareholding of China Yuen and assuming that there is no further issue of Shares between the Latest Practicable Date and the date of a repurchase, the exercise of the Repurchase Mandate in whole or in part will not result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%. Save as disclosed above, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

8. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange, respectively, in each of the previous twelve months were as follows:

	Price Per Share	Price Per Share
Month	Highest	Lowest
	HK$	HK$
2016
August	0.827	0.810
September	0.898	0.801
October	1.065	0.898
November	1.127	1.021
December	1.629	1.118
2017
January	1.558	1.391
February	1.461	1.382
March	1.461	1.364
April	1.488	1.347
May	1.505	1.303
June	1.373	1.285
July	1.576	1.241
August (Up to the latest Practicable Date)	1.600	1.540

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Pursuant to the Listing Rules, stated below are the details of the Directors who will retire and be eligible for re-election at the AGM.

Ms. Cai Dongyan

Ms. Cai, aged 41, worked at Shanghai Shenmei Beverage and Food Co., Ltd.（上海申美 飲料食品有限公司）from July to December 1998, Motorola Paging Products Company（摩托 羅拉尋呼產品公司）from 2000 to 2001, 3M China Limited（3M 中國有限公司）from 2001 to 2006 and Minnesota Mining Production (Shanghai) International Trade Co., Ltd（明尼蘇達礦業 製造（上海）國際貿易有限公司）from 2009 to 2016. Ms. Cai obtained an undergraduate diploma majoring in hotel management at Shanghai Jiao Tong University in 1998. Ms. Cai is the spouse of Mr. Hao Yiming, one of the directors of the Offeror.

Save as disclosed above, Ms. Cai did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Ms. Cai did not have any interests in the Shares within the meaning of Part XV of the SFO.

Ms. Cai does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Ms. Cai has confirmed that no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered a service agreement with Ms. Cai with effect from 22 August 2017 for a term of three year and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Ms. Cai is entitled to an annual fee of HK$600,000. The emoluments of Ms. Cai are determined on the basis of her role in the Group, the extent of her responsibilities, experience, performance and prevailing market rates.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Zhang Huijun

Mr. Zhang, aged 35, has around 6 years of management experience. From 2006 to 2009, Mr. Zhang served as the trade investment manager of Tsingshan Holding Group Shanghai International Trading Co., Ltd. （青山控股集團上海國際貿易有限公司）. From 2010 to 2012, Mr. Zhang served as the project manager of Pt. Modern Group Indonesia. Mr. Zhang completed three years studies majoring in Taxation at Hunan Tax College（湖南稅務高等專科學校）in 2002.

Save as disclosed above, Mr. Zhang did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Mr. Zhang did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Zhang does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Zhang has confirmed that no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered into a service agreement with Mr. Zhang with effect from 22 August 2017 for a term of three year and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Zhang is entitled to an annual fee of HK$600,000. The emoluments of Mr. Zhang are determined on the basis of his role in the Group, the extent of his responsibilities, experience, performance and prevailing market rates.

– 13 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Ms. Pauline Lam

Ms. Lam, aged 34, worked at China Point Enterprises Limited from 2006 to 2011, and her last position was sales and merchandising manager. From 2013 to 2017, she worked at TAG Aviation Asia Limited and her last position was senior client responsible manager. Ms. Lam obtained a bachelor’s degree in business administration from Pepperdine University in California of the United States in December 2004.

Save as disclosed above, Ms. Lam did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Ms. Lam did not have any interests in the Shares within the meaning of Part XV of the SFO.

Ms. Lam does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Ms. Lam has confirmed that no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered into a service agreement with Ms. Lam with effect from 22 August 2017 for a term of three year and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Ms. Lam is entitled to an annual fee of HK$600,000. The emoluments of Ms. Lam are determined on the basis of her role in the Group, the extent of her responsibilities, experience, performance and prevailing market rates.

– 14 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Kwok Kai Hing Daniel

Mr. Kwok, aged 60, has over 14 years of experience in management and education. Mr. Kwok has been the principal of the associate campus of Hong Kong Institute of Vocational Education since 2003. Mr. Kwok graduated from The Chinese University of Hong Kong with a bachelor’s degree in social science in 1982 and obtained a postgraduate diploma in education at the same university in 1987. He further obtained a master’s degree in business administration from the City University of Hong Kong in 1994. Mr. Kwok is currently a member of the Fourth Chongqing Committee of Chinese People’s Political Consultative Conference（第四屆重慶市政治協商會議委 員會）and a director of Hong Kong Economic and Trade Association Limited（香港經貿商會有限 公司）and Youth Elderly Care Movement Limited（耆菁頌有限公司）, respectively.

Save as disclosed above, Mr. Kwok did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Mr. Kwok did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Kwok does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Kwok has confirmed that no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered into a letter of appointment with Mr. Kwok with effect from 22 August 2017 for a term of three year and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Kwok is entitled to an annual fee of HK$96,000. The emoluments of Mr. Kwok are determined on the basis of his role in the Group, the extent of his responsibilities, experience, performance and prevailing market rates.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Han Dengpan

Mr. Han, aged 49, has been a partner of Jiangsu Branch of Zhong Rui Yue Hua Tax Agents （中瑞岳華稅務師事務所江蘇有限公司）since 2013. From 2000 to 2004, Mr. Han served as the officer, deputy director general and director of Nanjing Jingzhou Lianxin Tax Advisor Co., Ltd （京洲聯信南京稅務師事務所有限公司）(formerly known as Nanjing Shicheng Tax Agents Co., Ltd.（南京石城稅務師事務所有限公司）). From 2007 to 2012, Mr. Han worked as the general manager of Jiangsu Huamingrui Tax Consultancy Co., Ltd（江蘇華明瑞稅務諮詢有限公司） (formerly known as Jiangsu Branch of Huarui Tax Agents（江蘇華瑞稅務師事務所有限公司）). Mr. Han obtained a bachelor’s degree in finance majoring in taxation from Jiangxi Finance and Economics College（江西財經學院）in 1990 and a master’s degree in professional accountancy from the Chinese University of Hong Kong in 2006. Mr. Han is qualified as a certified public accountant since 1997, a certified tax agent since 2002 and an enterprise legal advisor（企 業法律顧問）in China since 2003.

Save as disclosed above, Mr. Han did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Mr. Han did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Han does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Han has confirmed that no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered into a letter of appointment with Mr. Han with effect from 22 August 2017 for a term of three year and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Han is entitled to an annual fee of HK$96,000. The emoluments of Mr. Han are determined on the basis of his role in the Group, the extent of his responsibilities, experience, performance and prevailing market rates.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Fung Chi Kin

Mr. Fung, aged 68, is the Permanent Honorary President of The Chinese Gold & Silver Exchange Society, and director of Fung Chi Kin Consulting Limited. Prior to his retirement, Mr. Fung served as a Council Member of the First Legislative Council of the HKSAR from 1998 to 2000. Mr. Fung has been an independent non-executive director for Chaoda Modern Agriculture (Holdings) Limited (stock code: 682) since September 2003. He has also been an executive director of Powerwell Pacific Holdings Limited (a company listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8265)) from 2014 to 2017.

Save as disclosed above, Mr. Fung did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Mr. Fung did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Fung does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Fung has confirmed that no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered into a letter of appointment with Mr. Fung with effect from 22 August 2017 for a term of three year and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Fung is entitled to an annual fee of HK$96,000. The emoluments of Mr. Fung are determined on the basis of his role in the Group, the extent of his responsibilities, experience, performance and prevailing market rates.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Huang Zhiwei

Mr. Huang, aged 67, has over 14 years of management experience.

He served as the chief executive of Shanghai branch of Bank of China（中國銀行上海市分 行）from 2003 to 2007. From 2007 to 2013, he worked as the president and chief executive of Bank of Jiangsu Co., Ltd.（江蘇銀行股份有限公司）. Mr. Huang also serves as the chairman of The Jiangsu Chamber of Commerce in Shanghai（上海市江蘇商會）since 2009 and as an independent non-executive director of China Yu Tian Holdings Limited (a company listed on the Growth Enterprise Market of the Stock Exchange, (stock code: 8230)) since 2013.

Mr. Huang obtained a postgraduate qualification in international finance from Nanjing University（南京大學）in the PRC in June 2000. He obtained the senior economist qualification in December 2008 granted by Jiangsu Department of Personnel（江蘇省人事廳）and the qualification for independent director from Shanghai Stock Exchange in 2015.

Save as disclosed above, Mr. Huang did not hold any directorship in any other listed companies in the last three years. As at the Latest Practicable Date, Mr. Huang did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Huang does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Huang has confirmed that no information is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Company has entered into a letter of appointment with Mr. Huang with effect from 22 August 2017 for a term of three year and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Huang is entitled to an annual fee of HK$96,000. The emoluments of Mr. Huang are determined on the basis of his role in the Group, the extent of his responsibilities, experience, performance and prevailing market rates.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [290 x 40] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00464)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Kenford Group Holdings Limited (the “ Company ”) will be held at The Empire Room 1, 1st Floor, Empire Hotel Hong Kong, 33 Hennessy Road, Wan Chai, Hong Kong on Friday, 29 September 2017 at 10:00 a.m. (the “ AGM ”) for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 March 2017.

2. (a) To re-elect Ms. Cai Dongyan as a Director.

3. (b) To re-elect Mr. Zhang Huijun as a Director.

4. (c) To re-elect Ms. Pauline Lam as a Director.

5. (d) To re-elect Mr. Kwok Kai Hing Daniel as a Director.

6. (e) To re-elect Mr. Han Dengpan as a Director.

7. (f) To re-elect Mr. Fung Chi Kin as a Director.

8. (g) To re-elect Mr. Huang Zhiwei as a Director.

9. To authorize the board of directors to fix the remuneration of the directors of the Company.

10. To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorize the board of directors to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass with or without modifications the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• (A) “ THAT

• (a) subject to paragraph 5.(A)(c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as defined in paragraph 5.(A)(d) below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the “ Shares ”), and to make or grant offers, agreements and options, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph 5.(A)(a) above shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options, which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph 5.(A)(a) above, otherwise than pursuant to:

  • (i) a Rights Issue (as defined in paragraph 5.(A)(d) below);

  • (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares;

  • (iii) an issue of any Shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) a scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company,

shall not exceed 20 per cent of the aggregate number of shares of the Company in issue at the date of passing this Resolution and the said approval to the Directors in paragraphs 5.(A)(a) and 5.(A)(b) above shall be limited accordingly;

• (d) for the purpose of this Resolution:

“ Relevant Period ” means the period from 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 by the articles of association of the Company or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company (“ Shareholders ”) in general meeting;

“ Rights Issue ” means the allotment, issue or grant of Shares or other securities which would or might require Shares to be allotted and issued pursuant to an offer open for a period fixed by the Directors to the Shareholders and (where appropriate) the holders of other equity securities of the Company entitled to such offer, whose names appear on the register of members and/or (where appropriate) the register of holders of such other securities of the Company on a fixed record date in proportion to their holdings as at that date (subject to such exclusions or other arrangement as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any relevant territory).”

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NOTICE OF ANNUAL GENERAL MEETING

• (B) “ THAT

• (a) subject to paragraph 5.(B)(b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph 5.(B)(c) below) of all the powers of the Company to repurchase its Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission in Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases and, subject to and in accordance with all applicable laws and/or requirements of the Rules Governing the Listing of Securities on the Stock Exchange or the listing rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company which may be repurchased by the Company pursuant to paragraph 5.(B)(a) above during the Relevant Period shall not exceed 10 per cent of the aggregate number of shares of the Company in issue at the date of passing this Resolution and the said approval granted under paragraph 5.(B)(a) shall be limited accordingly;

• (c) for the purpose of this Resolution:

“ Relevant Period ” means the period from 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 by the articles of association of the Company or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

(C) “ THAT

conditional upon the passing of Resolutions 5.(A) and 5.(B) as set out in the notice convening this AGM, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with the Shares pursuant to Resolution 5.(A) above be and is hereby extended by the addition to the aggregate number of shares of the Company of an amount representing the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution 5.(B) above, provided that such amount shall not exceed 10 per cent of the aggregate number of shares of the Company in issue at the date of passing this Resolution.”

By order of the Board KENFORD GROUP HOLDINGS LIMITED Zhang Huijun Director

Hong Kong, 31 August 2017

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Unit 2511-2517 on 25th Floor of Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the AGM convened by the above notice is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any Share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company (“ Register of Members ”) in respect of such Share shall alone be entitled to vote in respect thereof.

3. To be valid, a form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude any member from attending the AGM or any adjournment thereof and voting in person if he so wishes and in such event, the form of proxy will be deemed to be revoked.

4. For the purpose of determining the entitlement of the members to attend and vote at the annual general meeting, the register of members of the Company will be closed from Tuesday, 26 September 2017 to Friday, 29 September 2017, both days inclusive, during which period no transfer of shares of the Company will be registered. Members whose names appear on the register of members of the Company on Friday, 29 September 2017 will be entitled to attend and vote at the annual general meeting. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 25 September 2017.

5. In accordance with the articles of association of the Company, Ms. Cai Dongyan, Mr. Zhang Huijun, Ms. Pauline Lam, Mr. Kwok Kai Hing Daniel, Mr. Han Dengpan, Mr. Fung Chi Kin and Mr. Huang Zhiwei will retire by rotation at the AGM and the aforesaid Directors, being eligible, have offered themselves for re-election. Details of the aforesaid Directors have been set out in the Circular of the Company dated 31 August 2017.

6. An explanatory statement containing further details in respect of Resolution 5.(B) is included in the Circular of the Company dated 31 August 2017.

7. Typhoon or black rainstorm warning

Shareholders are requested to telephone the Company’s hotline on (852) 2422 8198 for arrangements of the AGM in the event that a No. 8 (or above) typhoon signal or black rainstorm warning is hoisted on the day of the AGM.

As at the date of this notice, the Board of the Company comprises five executive Directors, namely Mr. Lam Wai Ming (Chairman), Mr. Tam Chi Sang (Managing Director), Ms. Cai Dongyan, Mr. Zhang Huijun and Ms. Pauline Lam, one non-executive Director, namely Mr. Kwok Kai Hing Daniel, and six independent non-executive Directors, namely Mr. Chiu Fan Wa, Mr. Choi Hon Keung, Mr. Li Chi Chung, Mr. Han Dengpan, Mr. Fung Chi Kin and Mr. Huang Zhiwei.

Website: www.kenford.com.hk

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