CR Construction Group Holdings Limited — Proxy Solicitation & Information Statement 2022

Apr 7, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CR Construction Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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

CR Construction Group Holdings Limited 華營建築集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1582)

PROPOSALS FOR

(i) RE-ELECTION OF DIRECTORS

(ii) RE-APPOINTMENT OF AUDITOR

(iii) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

(iv) DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the ‘‘AGM’’) of CR Construction Group Holdings Limited (the ‘‘Company’’) to be held at Level 26, Standard Chartered Tower of Millennium No. 388 Kwun Tong Road, Kwun Tong, Kowloon on Friday, 24 June 2022 at 2:00 p.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.cr-construction.com.hk.

Whether or not you are able to attend the AGM, you are encouraged to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish, and in such event the form of proxy shall be deemed to be revoked.

7 April 2022

CONTENTS

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Re-election of Directors . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed Re-appointment of Auditor	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Proposed Grant of the Issue Mandate,
	Repurchase Mandate and Extension	Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Proposed Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
7.	Actions to be Taken . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Closure of the Register of Members	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Voting by Way of Poll . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Recommendation . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix	I — Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . . . .		9
Appendix	II — Explanatory Statement . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of	Annual General Meeting . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

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

‘‘AGM’’

the annual general meeting of the Company to be held at Level 26, Standard Chartered Tower of Millennium No. 388 Kwun Tong Road, Kwun Tong, Kowloon on Friday, 24 June 2022 at 2:00 p.m., or any adjournment thereof, and the notice of which is set out on pages 18 to 22 of this circular

• ‘‘Articles of Association’’

• the amended and restated articles of association of the Company adopted on 17 September 2019 and effective on the Listing Date, as amended or supplemented from time to time

• ‘‘Audit Committee’’ the audit committee of the Board

• ‘‘Board’’ the board of Directors

• ‘‘Companies Law’’

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

• ‘‘Company’’ CR Construction Group Holdings Limited (華營建築集團控 股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange under stock code 1582

• ‘‘controlling shareholder(s)’’

• has the meaning ascribed to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Extension Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors at the AGM to extend the Issue Mandate by an amount representing the aggregate amount of Shares repurchased under the Repurchase Mandate

• ‘‘Final Dividend’’

• the proposed final dividend of HK1.8 cents per Share for the year ended 31 December 2021 to Shareholders whose names appear on the register of members of the Company at the close of business on Wednesday, 6 July 2022

• ‘‘Group’’

• the Company and its subsidiaries from time to time

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• ‘‘Issue Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue and/or deal with Shares of not exceeding 20% of the aggregate number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate

• ‘‘Latest Practicable Date’’

• 1 April 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• ‘‘Listing Date’’

• 16 October 2019, being the date on which the Shares became listed and from which dealings therein commenced on the Stock Exchange

• ‘‘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

• ‘‘PRC’’

• the People’s Republic of China, and for the purpose of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• ‘‘Remuneration Committee’’

• the remuneration committee of the Board

• ‘‘Repurchase Mandate’’

• a general and unconditional mandate to be granted to the Director at the AGM to exercise the powers of the Company to repurchase Shares of not exceeding 10% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate

• ‘‘SFO’’

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

• ‘‘Share(s)’’

• ordinary share(s) of the Company with nominal value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’

• holder(s) of the Share(s) of the Company

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited

• ‘‘substantial shareholder(s)’’ has the meaning ascribed to it under the Listing Rules

– 2 –

DEFINITIONS

‘‘Takeovers Code’’

‘‘%’’

the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong, as amended from time to time

per cent.

– 3 –

LETTER FROM THE BOARD

CR Construction Group Holdings Limited 華營建築集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1582)

Executive Directors: Mr. Guan Manyu (Chairman) Mr. Li Kar Yin Ms. Chu Ping Mr. Law Ming Kin Mr. Chan Tak Yiu

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

Non-Executive Director: Mr. Yang Haojiang

Independent Non-Executive Directors: The Honourable Tse Wai Chun Paul JP Mr. Ho Man Yiu Ivan Mr. Lau Pak Shing

Headquarters and principal place of business in Hong Kong: Units 3–16, 32/F. Standard Chartered Tower Millennium City 1 388 Kwun Tong Road Kwun Tong Kowloon Hong Kong 7 April 2022

To the Shareholders

Dear Sirs

PROPOSALS FOR

(i) RE-ELECTION OF DIRECTORS

(ii) RE-APPOINTMENT OF AUDITOR

(iii) GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

• (iv) DECLARATION OF FINAL DIVIDEND AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the AGM and the information relating to the proposals for (i) the re-election of Directors; (ii) the re-appointment of the auditor of the Company; (iii) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (iv) the declaration of the Final Dividend.

– 4 –

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Article 84(1) of the Articles of Association, Mr. Li Kar Yin, Mr. Law Ming Kin and Mr. Chan Tak Yiu, all being executive Directors, will retire by rotation at the AGM and being eligible, shall offer themselves for re-election. Mr. Lau Pak Shing, who was appointed as an independent non-executive Director with effect from 2 July 2021, shall hold office until the AGM and be subject to re-election at the AGM pursuant to Article 83(3) of the Articles of Association.

The re-election of retiring Directors has been reviewed by the Nomination Committee which recommended to the Board that the re-election be proposed for Shareholders’ approval at the AGM. The nominations were made in accordance with the nomination policy of the Company and the objective criteria for the nominations including but not limited to, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, with due regard for the benefits of diversity as set out under the Board diversity policy of the Company.

The Board has duly considered the composition of the members of the Board. In order to better achieve the objectives of the Board diversity policy, the Board has decided to propose the re-election of Mr. Lau Pak Shing as an independent non-executive Director of the Company at the AGM. The Board has confirmed Mr. Lau Pak Shing does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders, and does not hold any interests of the Company in any form. Accordingly, the Board has reasonable belief that he is independent in accordance with the terms of the independence guidelines set out in Rule 3.13 of the Listing Rules.

In compliance with the requirements of code provision F.2.1 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, a separate resolution will be proposed at the AGM for the re-election of each individual Director whether such Director is an executive Director or an independent non- executive Director.

The particulars (as required under the Listing Rules) of the Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

3. PROPOSED RE-APPOINTMENT OF AUDITOR

The Board proposes to re-appoint Ernst & Young as the auditor of the Company for the year ending 31 December 2022 and hold the office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorise the Board to fix the auditor’s remuneration for the ensuing year. Ernst & Young have indicated their willingness to be re-appointed as auditor of the Company for the said period.

4. PROPOSED GRANT OF THE ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

To ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. At the

– 5 –

LETTER FROM THE BOARD

AGM, an ordinary resolution will be proposed to give the Directors the Issue Mandate to exercise the power of the Company to allot, issue and/or deal with Shares of not exceeding 20% of the aggregate number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate.

As at the Latest Practicable Date, a total of 500,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company after the Latest Practicable Date and prior to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 100,000,000 Shares.

At the AGM, an ordinary resolution will also be proposed to give the Directors the Repurchase Mandate to exercise the powers of the Company to repurchase Shares of not exceeding 10% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate. Pursuant to the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote in favour of or against the resolution regarding the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix II to this circular.

In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM providing that any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the issued Shares as at the date of the grant of the Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.

The Issue Mandate and the Repurchase Mandate would expire on the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of Company is required by the Companies Law or any other applicable laws or the Articles of Association to be held; or (c) the revocation or variation by ordinary resolution(s) by the Shareholders in a general meeting prior to the next annual general meeting of the Company.

5. ANNUAL GENERAL MEETING

A notice convening the AGM is set out on pages 18 to 22 of this circular to consider the resolutions relating to, inter alia, (i) the proposed re-election of Directors; (ii) the proposed reappointment of the auditor of the Company; (iii) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (iv) the proposed declaration of the Final Dividend.

6. PROPOSED DECLARATION OF FINAL DIVIDEND

As stated in the announcement issued by the Company dated 18 March 2022 relating to the annual results of the Group for the year ended 31 December 2021, the Board recommends the payment of the final dividend of HK1.8 cents per Share for the year ended 31 December 2021 to the Shareholders whose names appear on the Company’s register of members at the close of business on Wednesday, 6 July 2022. The Final Dividend is subject to the

– 6 –

LETTER FROM THE BOARD

Shareholders’ approval at the AGM and a resolution will be put to the Shareholders for voting at the AGM. Subject to the Shareholders’ approval at the AGM, the Final Dividend is expected to be paid on or before Thursday, 28 July 2022.

7. ACTIONS TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.cr-construction.com.hk. Whether or not you are able to attend the AGM, you are encouraged to complete the form of proxy and return it to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting if you so wish, and in such event the form of proxy shall be deemed to be revoked.

8. CLOSURE OF THE REGISTER OF MEMBERS

To ascertain the Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 21 June 2022 to Friday, 24 June 2022, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 20 June 2022.

The register of members of the Company will also be closed from Friday, 1 July 2022 to Wednesday, 6 July 2022, both days inclusive, in order to determine the entitlement of the Shareholders who are entitled to receive the final dividend, during which Shares shall be effected. In order to qualify for the entitlement of final dividend, all transfer of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged for registration with Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Thursday, 30 June 2022.

9. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll except where the chairman, 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 and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 7 –

LETTER FROM THE BOARD

10. RECOMMENDATION

The Directors believe that, (i) the proposed re-election of Directors; (ii) the proposed reappointment of the auditor of the Company; (iii) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (iv) the proposed declaration of the Final Dividend are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board CR Construction Group Holdings Limited Guan Manyu

Chairman

– 8 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The particulars (as required under the Listing Rules) of the Directors proposed to be reelected at the AGM are set out as follows:

EXECUTIVE DIRECTORS

Mr. LI Kar Yin (‘‘Mr. Li’’), aged 63, is an executive Director and has been the chief executive officer of the Company since 1 April 2020. He was appointed as a director of our Company on 20 July 2017, and was further appointed and designated as an executive Director on 5 September 2017. He is mainly responsible for overall management of our business operation. He is also member of the Nomination Committee and the Remuneration Committee. Mr. Li has approximately 37 years of experience in the construction industry. From July 1982 to January 1988, he worked for Langdon Every and Seah, an international construction cost consultancy firm, as a quantity surveyor. In January 1988, he joined our Group as a quantity surveyor of CR Construction Company Limited and was subsequently promoted to a senior quantity surveyor in January 1989, an assistant contracts manager in November 1992 and a contracts manager in April 1995. He has become a director of CR Construction Company Limited since October 2001 and is currently serving as a managing director of CR Construction Company Limited. He is also a director of Mount Land Limited and CR Construction (Building) Company Limited. Mr. Li obtained a higher diploma in surveying and an advanced higher diploma in quantity surveying from Hong Kong Polytechnic (currently known as The Hong Kong Polytechnic University) in November 1981 and November 1982 respectively. He, through distance learning, obtained a diploma in surveying (quantity surveying) and a postgraduate diploma in arbitration from The College of Estate Management (currently known as The University College of Estate Management) in the United Kingdom in September 1996 and April 2000 respectively. Mr. Li was admitted as a member of The Hong Kong Institute of Surveyors in June 1998 and a member of The Chartered Institute of Arbitrators in July 2000.

Mr. Li was a director of the following companies which were dissolved:

				Nature of
				business
	Place of	Date of	Nature of	before
Name of company	incorporation	dissolution	dissolution	dissolution
China Resources	Hong Kong	29 April 2011	Deregistration	Inactive
Construction
(Engineering)
Company Limited
Keensmart Investments	Hong Kong	16 November	Deregistration	Property
Limited		2012		holding
Nationbury Development	Hong Kong	29 April 2011	Deregistration	Inactive
Limited

– 9 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

				Nature of
				business
	Place of	Date of	Nature of	before
Name of company	incorporation	dissolution	dissolution	dissolution
Realty Long Marble	Hong Kong	27 December	Deregistration	Inactive
Works Company		2013
Limited
Uniwel Land	Hong Kong	1 June 2012	Deregistration	Inactive
Development Limited

As confirmed by Mr. Li, the above-mentioned dissolved companies were solvent prior to their dissolution and there was no wrongful act on his part leading to the dissolution of the companies.

As at the Latest Practicable Date, Mr. Li was interested or deemed to be interested in 1,000,000 Shares, representing approximately 0.20% of the total issued shares capital of the Company. Save as disclosed above, as at the Latest Practicable Date, Mr. Li did not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Li entered into a service agreement with the Company for a term of three years commencing from 16 October 2019, which may be terminated by either party giving not less than three months’ written notice to the other party. He is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. For the year ended 31 December 2021, Mr. Li received remuneration of approximately HK$4,084,000(comprising (i) salaries, allowances and benefits in kind of approximately HK$2,960,000; (ii) performance bonus of approximately HK$878,000 and (iii) pension scheme of approximately HK$246,000), which is determined by the Board with regard to his duties and responsibilities within the Group and the recommendation made by the Remuneration Committee of the Company.

Save as disclosed above, Mr. Li (i) does not hold any other positions with the Group; (ii) has not held any other directorships in listed public companies in Hong Kong or overseas for the last three years; (iii) has not held other major appointments and professional qualifications; and (iv) does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, as at the Latest Practicable Date, the Board was not aware of any other matters relating to Mr. Li that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. Li required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

– 10 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. LAW Ming Kin (‘‘Mr. Law’’), aged 66, is an executive Director. He was appointed as a director of our Company on 20 July 2017, and was further appointed and designated as an executive Director on 5 September 2017. He is mainly responsible for overall management of our business operation. Mr. Law has approximately 40 years of experience in the construction industry. From 1979 to June 1987, he worked for Shui On Construction Company Limited, a wholly-owned subsidiary of SOCAM Development Limited (stock code: 983), at which his last position was an assistant project manager. He joined our Group and worked for CR Construction Company Limited as a site agent from July 1987 to February 1989. From February 1989 to September 1995, he worked for subsidiaries of Tak Wing Group at which his last position was an acting general manager. From January 1996 to January 2006, he worked for Chun Wo Construction and Engineering Company Limited, a wholly-owned subsidiary of Asia Allied Infrastructure Holdings Limited (stock code: 711), as a senior project manager. From March 2006 to January 2009, he worked for Paul Y. Construction Ltd. at which his last position was a contracts manager. In January 2009, he joined our Group again as a project operation director of CR Construction Company Limited and was subsequently promoted to an assistant general manager in February 2015. Since July 2016, he has become a director of CR Construction Company Limited. Mr. Law obtained a bachelor of science in civil engineering from The University of Calgary in Canada in June 1979.

Mr. Law was a director of the following company which was dissolved:

				Nature of
	Place of	Date of	Nature of	business before
Name of company	incorporation	dissolution	dissolution	dissolution
Speedy Rise	Hong Kong	25 April 2003	Striking off	Property holding
Limited

Mr. Law was a director of Speedy Rise Limited (‘‘Speedy Rise’’) which was dissolved by way of striking off. Its nature of business before its dissolution was property holding. As confirmed by Mr. Law, the purpose of running Speedy Rise was only for holding one property. After such property was sold, Speedy Rise no longer served any purpose nor had any operation. Therefore, Mr. Law did not actively take part in maintaining Speedy Rise. Speedy Rise was not in operation, it was struck off by the Registrar of Companies. Mr. Law confirmed that the above-mentioned company was solvent at the time of dissolution and there was no wrongful act on his part leading to the dissolution of the company.

As at the Latest Practicable Date, Mr. Law was interested or deemed to be interested in 500,000 Shares, representing approximately 0.10% of the total issued shares capital of the Company. Save as disclosed above, as at the Latest Practicable Date, Mr. Law did not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Law entered into a service agreement with the Company for a term of three years commencing from 16 October 2019, which may be terminated by either party giving not less than three months’ written notice to the other party. He is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. For the year ended 31 December 2021, Mr. Law received

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

remuneration of approximately HK$2,505,000 (comprising (i) salaries, allowances and benefits in kind of approximately HK$2,200,000; (ii) performance bonus of approximately HK$300,000 and (iii) pension scheme of approximately HK$5,000), which is determined by the Board with regard to his duties and responsibilities within the Group and the recommendation made by the Remuneration Committee of the Company.

Save as disclosed above, Mr. Law (i) does not hold any other positions with the Group; (ii) has not held any other directorships in listed public companies in Hong Kong or overseas for the last three years; (iii) has not held other major appointments and professional qualifications; and (iv) does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, as at the Latest Practicable Date, the Board was not aware of any other matters relating to Mr. Law that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. Law required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

Mr. CHAN Tak Yiu (‘‘Mr. Chan’’), aged 50, is an executive Director. He was appointed as a director of our Company on 20 July 2017, and was further appointed and designated as an executive Director on 5 September 2017. He is mainly responsible for overall management of our business operation. Mr. Chan has approximately 27 years of experience in the construction industry. From July 1992 to October 1993 and August 1994 to March 1999, he worked for Crownity Engineering Limited and its subsidiaries (namely Best Build Construction Co., Ltd. and Besco Engineering Ltd.) at which his last position was a construction manager. From March 1999 to January 2002, he worked for Square Construction Company Limited as a project manager. From January 2002 to May 2009, he worked for Chun Wo Construction and Engineering Company Limited, a wholly-owned subsidiary of Asia Allied Infrastructure Holdings Limited (stock code: 711), at which his last position was a deputy operation manager. In May 2009, he joined our Group and worked as a senior project manager of CR Construction Company Limited and was subsequently promoted to a project operation director and head of technical department concurrently in January 2012, an assistant general manager in February 2015. Since July 2016, he has been a director of CR Construction Company Limited. He is also a director of CR Construction (Building) Company Limited. Mr. Chan obtained a bachelor of science in construction management from South Bank University, London in the United Kingdom in July 1994 and a master of science in construction management from City University of Hong Kong in November 2000. Mr. Chan was admitted as a member of The Australian Institute of Building in May 2005 and a member of The Chartered Institute of Building in January 2006. Mr. Chan was admitted as a fellow of the Hong Kong Institute of Construction Managers in April 2015.

As at the Latest Practicable Date, Mr. Chan was interested or deemed to be interested in 100,000 Shares, representing approximately 0.02% of the total issued shares capital of the Company. Save as disclosed above, as at the Latest Practicable Date, Mr. Chan did not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan entered into a service agreement with the Company for a term of three years commencing from 16 October 2019, which may be terminated by either party giving not less than three months’ written notice to the other party. He is subject to retirement by rotation and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. For the year ended 31 December 2021, Mr. Chan received remuneration of approximately HK$2,551,000 (comprising (i) salaries, allowances and benefits in kind of approximately HK$2,173,000; (ii) performance bonus of approximately HK$300,000 and (iii) pension scheme of approximately HK$78,000), which is determined by the Board with regard to his duties and responsibilities within the Group and the recommendation made by the Remuneration Committee of the Company.

Save as disclosed above, Mr. Chan (i) does not hold any other positions with the Group; (ii) has not held any other directorships in listed public companies in Hong Kong or overseas for the last three years; (iii) has not held other major appointments and professional qualifications; and (iv) does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, as at the Latest Practicable Date, the Board was not aware of any other matters relating to Mr. Chan that need to be brought to the attention of the Shareholders in relation to his re-election as a Director and any other information in relation to Mr. Chan required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. LAU Pak Shing (‘‘Mr. Lau’’), aged 72, joined the Company as an independent nonexecutive Director on 2 July 2021. He is chairman of the Audit Committee, member of the Nomination Committee and the Remuneration Committee. Mr. Lau is currently the senior advisor of SHINEWING (HK) CPA Limited. He is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants.

Mr. Lau had been an executive director and a deputy managing director of China Resources Enterprise Limited since 1997 and March 2006, respectively before his retirement as the aforementioned positions with effect from 1 March 2010. He had also been an independent non-executive director of China Resources Land Limited (stock code: 1109) and executive directors of several listed companies in Hong Kong.

Mr. Lau graduated from Hong Kong Baptist University (‘‘HKBU’’, formerly known as Hong Kong Baptist College) and is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. He had also been the chairman of the executive committee of Hong Kong Cold Storage Merchants Association Limited for many years. Mr. Lau has more than 40 years of experience in auditing, accounting, corporate finance, properties, godown and cold storage logistics business. He is currently a member of the Alumni Committee of the HKBU Foundation.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Lau entered into an appointment letter with the Company for a term of two years commencing from 2 July 2021, which may be terminated by no less than three months’ notice in writing served by either party on the other. He is subject to retirement by rotation and reelection at the annual general meeting of the Company and vacation of office in accordance with the Articles of Association. For the year ended 31 December 2021, Mr. Lau received remuneration of approximately HK$150,000, which is determined by the Board with regard to his duties and responsibilities within the Group and the recommendation made by the Remuneration Committee.

Save as disclosed above, Mr. Lau (i) does not hold any other positions with the Group; (ii) has not held any other directorships in listed public companies in Hong Kong or overseas for the last three years; (iii) has not held other major appointments and professional qualifications; (iv) does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company; and (v) does not have any interests in the securities of the Company required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Lau is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to his reelection as a Director and any other information in relation to Mr. Lau required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision whether to vote in favour of or against the resolution to approve the grant of the Repurchase Mandate to the Directors.

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 500,000,000 Shares of nominal value of HK$0.01 each of which had been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 50,000,000 Shares which represent 10% of the issued Shares during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Law or any other applicable laws or the Articles of Association to be held; or (iii) the revocation or variation by ordinary resolution(s) by the Shareholders in a general meeting prior to the next annual general meeting of the Company.

REASONS FOR AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorised by the Articles of Association and subject to the Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles of Association and subject to the Companies Law, out of capital.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full, it would not have a material adverse impact on the working capital or on the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2021, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate

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EXPLANATORY STATEMENT

APPENDIX II

to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

As at the Latest Practicable Date and, none of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules) had a present intention to sell any of the Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

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

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company had notified the Company that he/she/it had a present intention to sell any Shares, or had undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of 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. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), 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, our Directors were not aware of any consequence that would arise under the Takeovers Code as a result of a repurchase pursuant to the Repurchase Mandate.

SHARE REPURCHASE MADE BY THE COMPANY

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

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EXPLANATORY STATEMENT

APPENDIX II

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the 12 calendar months immediately precedent the Latest Practicable Date were as follows:

	Highest prices	Lowest prices
Month	per Share	per Share
	HK$	HK$
2021
April	0.61	0.56
May	0.63	0.58
June	0.62	0.59
July	0.60	0.56
August	0.60	0.55
September	0.58	0.55
October	0.57	0.53
November	0.54	0.495
December	0.54	0.51
2022
January	0.54	0.51
February	0.56	0.52
March	0.52	0.465
April (up to the Latest Practicable Date)	0.50	0.50

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NOTICE OF ANNUAL GENERAL MEETING

CR Construction Group Holdings Limited 華營建築集團控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 1582)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of CR Construction Group Holdings Limited (the ‘‘Company’’) will be held at Level 26, Standard Chartered Tower of Millennium No. 388 Kwun Tong Road, Kwun Tong, Kowloon on Friday, 24 June 2022 at 2:00 p.m. for the following purposes. Unless the context otherwise requires, terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 7 April 2022 (the ‘‘Circular’’).

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiary for the year ended 31 December 2021, the report of the directors and the independent auditor’s report of the Company for the year ended 31 December 2021.

2. (a) To consider and approach, each as a separate resolution, the following resolutions in relation to the re-election of the directors of the Company (the ‘‘Directors’’):

   • (1) to re-elect Mr. Li Kar Yin as an executive Director;

   • (2) to re-elect Mr. Law Ming Kin as an executive Director;

   • (3) to re-elect Mr. Chan Tak Yiu as an executive Director; and

   • (4) to re-elect Mr. Lau Pak Shing as an independent non-executive Director.

3. (b) To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.

4. To re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix their remuneration.

5. To approve the recommended final dividend of HK1.8 cents per Share for the year ended 31 December 2021.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

2. (A) ‘‘THAT:

   • (i) subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue or otherwise deal with additional shares of HK$0.01 each in the capital of the Company (the ‘‘Shares’’) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period;

   • (iii) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (i) above, otherwise than pursuant to

     • (1) a Rights Issue (as defined below); or

     • (2) the exercise of any options granted under any share option scheme of the Company adopted from time to time in accordance with the Listing Rules; or

     • (3) 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 of the Company in accordance with the articles of association of the Company (the ‘‘Articles of Association’’) in force from time to time; or

     • (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,

shall not in total exceed 20% of the aggregate number of issued Shares as at the date of passing this resolution; and the approval in paragraph (i) shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) 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:

• (1) the conclusion of the next annual general meeting of the Company;

• (2) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law or any other applicable law of the Cayman Islands to be held; and

• (3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares in the Company open for a period fixed by the Directors to holders of Shares on the Company’s register of members 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 recognised regulatory body or any stock exchange in, any jurisdiction applicable to the Company).’’

(B) ‘‘THAT:

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Listing Rules, the Companies Law of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (ii) the aggregate number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (i) shall not exceed 10% of the aggregate number of issued Shares as at the date of the passing of this resolution (subject to adjustment in the case of subdivision or consolidation of Shares), and the authority pursuant to paragraph (i) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (iv) 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:

  • (a) the conclusion of the next annual general meeting of the Company;

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law or any other applicable law of the Cayman Islands to be held; and

  • (c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’

• (C) ‘‘THAT conditional on the passing of resolutions no. 5(A) and 5(B), the general mandate granted to the Directors pursuant to resolution no. 5(A) be and it is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of Shares repurchased by the Company pursuant to or in accordance with the authority granted under resolution no. 5(B), provided that such extended number shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution (such aggregate number to be subject to adjustment in the case of subdivision or consolidation of Shares).’’

By Order of the Board

CR Construction Group Holdings Limited Guan Manyu Chairman

Hong Kong, 7 April 2022

Notes:

1. A member of the Company entitled to attend and vote at the AGM shall be entitled to appoint one or more proxies (if he is a holder of two or more shares of the Company) to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and voting in person should he so wish. In such event, his form of proxy will be deemed to have been revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall standalone be entitled to vote in respect thereof.

2. A form of proxy for the AGM is enclosed. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time for holding the AGM or any adjourned meeting thereof.

3. To ascertain the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 21 June 2022 to Friday, 24 June 2022, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s East, Road Hong Kong for registration not later than 4:30 p.m. on Monday, 20 June 2022.

4. To ascertain entitlement to the proposed final dividend, the register of members of the Company will also be closed from Friday, 1 July 2022 to Wednesday, 6 July 2022, both days inclusive, in order to determine the entitlement of the Shareholders who are entitled to receive the final dividend, during which period no transfers of Shares shall be effected. In order to qualify for the entitlement of final dividend, all transfer of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged for registration with Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Wednesday, 30 June 2022.

5. Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the meeting will be taken by poll except where the chairman, 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 and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. With regard to resolution no. 2 above, the particulars (as required under the Listing Rules) of the Directors who are proposed to be re-elected are set out in Appendix I to the Circular.

7. In respect of the resolution no. 5(A) above, the Directors wish to state that they have no immediate plans to issue any new Shares referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

8. In respect of resolution no. 5(B) above, the Directors wish to state that they will exercise the powers conferred by the Repurchase Mandate in circumstances which they deem appropriate and for the benefits of Shareholders. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the Circular.

9. As at the date of this notice, the Company has five executive directors, namely Mr. Guan Manyu, Mr. Li Kar Yin, Ms. Chu Ping, Mr. Law Ming Kin and Mr. Chan Tak Yiu; one non-executive director, namely Mr. Yang Haojiang; and three independent non-executive directors, namely The Honourable Tse Wai Chun Paul JP, Mr. Ho Man Yiu Ivan and Mr. Lau Pak Shing.

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