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Emperor Capital Group Ltd. Proxy Solicitation & Information Statement 2025
49418_rns_2025-04-10_e94e3a1b-e5e7-47d9-9cd4-2cd4e6221b05.pdf
Proxy Solicitation & Information Statement
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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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold all or transferred all your shares in LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, a stockbroker or other registered dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED
陸氏集團（越南控股）有限公司
(incorporated in Bermuda with limited liability)
(Stock Code: 366)
CIRCULAR ON
GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE
BY THE COMPANY OF ITS OWN SHARES
AND
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
This circular explains the proposed granting of the General Issue Mandate, the Repurchase Mandate, the Extension Mandate and re-election of Directors to be passed as ordinary resolutions at the Annual General Meeting of the Company to be held at 1/F, Pentahotel Hong Kong, Tuen Mun, 6 Tsun Wen Road, Tuen Mun, New Territories, Hong Kong at 3:00 pm on Wednesday 28 May 2025.
A notice convening the Annual General Meeting is set out in pages 13 to 16 of this circular and a form of proxy for use at the Annual General Meeting is enclosed together with this circular.
10 April 2025
- for identification purpose only
CONTENTS
Pages
DEFINITIONS 1-2
LETTER FROM THE CHAIRMAN 3-6
- INTRODUCTION 3
- GENERAL ISSUE MANDATE 4
- GENERAL MANDATE FOR REPURCHASE BY THE COMPANY OF ITS OWN SHARES 4
- GENERAL EXTENSION MANDATE 4
- RE-ELECTION OF DIRECTORS 5
- ANNUAL GENERAL MEETING 5
- RECOMMENDATION 6
- RESPONSIBILITY STATEMENT 6
APPENDIX I - EXPLANATORY STATEMENT ON REPURCHASE OF THE COMPANY'S SHARES 7-10
APPENDIX II - DETAILS OF THE DIRECTORS TO BE RE-ELECTED 11-12
APPENDIX III - NOTICE OF ANNUAL GENERAL MEETING 13-16
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:—
“Annual General Meeting” annual general meeting of the Company to be held at 1/F, Pentahotel Hong Kong, Tuen Mun, 6 Tsun Wen Road, Tuen Mun, New Territories, Hong Kong at 3:00 pm on Wednesday 28 May 2025
“associate” has the meaning ascribed to it under the Listing Rules
“Board” the board of Directors
“Bye-laws” the bye-laws of the Company
“Company” Luks Group (Vietnam Holdings) Company Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed and traded on the Main Board of the Stock Exchange under stock code 366
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Directors” the directors of the Company
“Extension Mandate” The proposed general mandate to be sought at the Annual General Meeting to authorize the Directors to extend the General Issue Mandate and the Repurchase Mandate in the manner as set out in the notice of Annual General Meeting
“General Issue Mandate” the proposed general mandate to be sought at the Annual General Meeting to authorize the Directors to exercise the power of the Company to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the resolution approving the said mandate
“Group” the Company and its subsidiaries
“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 31 March 2025 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange
- 1 -
DEFINITIONS
"Repurchase Mandate" the proposed general mandate to be sought at the Annual General Meeting to authorize the Directors to exercise the power of the Company to repurchase Shares in the manner as set out in the notice of Annual General Meeting
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" ordinary share(s) of HK$0.01 each in the issued share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)" has the meaning ascribed to it under the Listing Rules
"Takeovers Code" The Hong Kong Code on Takeovers and Mergers
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
- 2 -
LETTER FROM THE CHAIRMAN
LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED
陸氏集團（越南控股）有限公司*
(incorporated in Bermuda with limited liability)
(Stock code: 366)
Executive Directors:
Cheng Cheung (Chairman)
Luk Yan (Co-Chief Executive Officer)
Fan Chiu Tat, Martin
Luk Fung (Co-Chief Executive Officer)
Luk Sze Wan, Monsie (Co-Chief Executive Officer)
Independent Non-Executive Directors:
Lam Chi Kuen
Wong Hoi Wah
Pang Siu Yin
Company Secretary:
Fan Chiu Tat, Martin
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of business:
5/F., Cheong Wah Factory Building
39-41 Sheung Heung Road
Tokwawan, Kowloon, Hong Kong
10 April 2025
To: the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE
BY THE COMPANY OF ITS OWN SHARES
AND
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information with regard to the resolutions to be proposed at the Annual General Meeting relating to, among other matters:
(a) the granting to the Directors of the General Issue Mandate, the Repurchase Mandate and Extension Mandate; and
(b) re-election of Directors.
- for identification purpose only
LETTER FROM THE CHAIRMAN
2. GENERAL ISSUE MANDATE
It is proposed at the Annual General Meeting that the General Issue Mandate be granted to the Directors to issue new Shares up to 20% of the aggregate nominal amount of Shares in issue as at the date of passing the relevant resolution. There is however no present intention for any issuance of Shares pursuant to the General Issue Mandate to be granted.
As at the Latest Practicable Date, the issued share capital of the Company comprised 502,453,418 Shares. Assuming that there is no change in the issued share capital of the Company between the Latest Practicable Date and the passing of the resolution approving the General Issue Mandate, the maximum number of Shares which may be issued pursuant to the General Issue Mandate on the date of passing the resolution will be 100,490,683 Shares.
3. GENERAL MANDATE FOR REPURCHASE BY THE COMPANY OF ITS OWN SHARES
On 30 May, 2024, a general mandate was given to the Directors to exercise all the powers of the Company to repurchase its own Shares granted in the last annual general meeting which will lapse at the conclusion of the forthcoming Annual General Meeting of the Company. An ordinary resolution will therefore be proposed at the Annual General Meeting to approve the grant of a general mandate to the Directors to repurchase on the Stock Exchange Shares of the Company up to a maximum of 10% of the issued Shares of the Company as at the date of passing the resolution.
As at the Latest Practicable Date, the issued share capital of the Company comprised 502,453,418 Shares. Assuming that there is no change in the issued share capital of the Company between the Latest Practicable Date and the passing of the resolution approving the Repurchase Mandate, the maximum number of Shares which may be issued pursuant to the Repurchase Mandate on the date of passing the resolution will be 50,245,341 Shares.
An explanatory statement to provide Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required by the Listing Rules concerning the regulation of repurchases by companies of their own securities on the Stock Exchange is set out in Appendix I to this circular.
4. GENERAL EXTENSION MANDATE
It is recommended that a new Extension Mandate be granted to the Directors permitting them, after the grant of the Repurchase Mandate to add to the General Issue Mandate any Shares representing the aggregate nominal value of the Shares in the Company repurchased pursuant to the Repurchase Mandate.
The authority conferred on the Directors by the General Issue Mandate, the Repurchase Mandate and the Extension Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolution of the Shareholders in general meeting prior to the next annual general meeting.
LETTER FROM THE CHAIRMAN
5. RE-ELECTION OF DIRECTORS
In accordance with Article 87 of the Bye-laws, Miss Luk Sze Wan Monsie and Mr. Lam Chi Kuen will retire by rotation and being eligible, will offer themselves for re-election at the Annual General Meeting.
Biographical details of the above Directors for re-election are set out in Appendix II to this circular.
6. ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting to be held at 1/F, Pentahotel Hong Kong, Tuen Mun, 6 Tsun Wen Road, Tuen Mun, New Territories, Hong Kong at 3:00 pm on Wednesday 28 May 2025 is set out as Appendix III on pages 13 to 16 of this circular and a form of proxy for use at the Annual General Meeting is herein enclosed. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof if they so wish.
DEMAND BY POLL
Pursuant to Article 66 of the existing Bye-laws, at any general meeting, a poll may be demanded in respect of a resolution put to the vote at the meeting by:
(a) the chairman of such meeting; or
(b) at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(c) a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or
(d) a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares in which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.
LETTER FROM THE CHAIRMAN
7. RECOMMENDATION
The Directors consider that the granting of the General Issue Mandate, the Repurchase Mandate, the Extension Mandate, re-election of Directors at the Annual General Meeting are all in the best interests of the Company and the Shareholders and accordingly recommend that you should vote in favour of the resolutions referred to above to be proposed at the Annual General Meeting.
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company and its Subsidiaries. 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.
Yours faithfully,
By Order of the Board
Cheng Cheung
Chairman
APPENDIX I
EXPLANATORY STATEMENT ON
REPURCHASE OF THE COMPANY'S SHARES
This explanatory statement contains all the information required pursuant to rule 10.06(1)(b) and other relevant provisions of the Listing Rules.
THE SHARE REPURCHASE RULES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions. In this regard, the definition of "Shares" in the Listing Rules would, include shares of all classes and securities which carry a right to subscribe or purchase Shares of the Company.
EXERCISE OF THE REPURCHASE MANDATE
Exercise in full of the Repurchase Mandate, on the basis of 502,453,418 existing Shares of the Company in issue as at the Latest Practicable Date and on the basis that no new Shares of the Company are issued or repurchased prior to the date of the resolution approving the Repurchase Mandate could accordingly result in up to 50,245,341 Shares of the Company being repurchased by the Company during the course of the period from the date of resolution granting the Repurchase Mandate until the earlier of the conclusion of the first Annual General Meeting of the Company following the passing of the said resolution or the revocation or variation of the Repurchase Mandate by Shareholders of the Company in general meeting.
REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares of the Company in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.
FUNDING OF REPURCHASES
Repurchases must be funded entirely from the Company's available cash flow or working capital facilities, which will be funds legally available for the purchase in accordance with the Bye-laws of the Company and the applicable laws of Hong Kong and Bermuda. Under Bermuda law, no Shares shall be repurchased except out of the capital paid up therein or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares. If a premium is payable, it shall be provided for out of the fund of the Company which would otherwise be available for dividend or distribution or out of the Company's share premium account.
APPENDIX I
EXPLANATORY STATEMENT ON
REPURCHASE OF THE COMPANY'S SHARES
On the basis of the combined net tangible assets of the Group as at 31 December 2024, being the balance sheet date for the latest published audited accounts of the Company and taking into account the current working capital position of the Company, the Directors consider that no material adverse effect on the working capital and gearing position of the Company may result in the event that the Repurchase Mandate was to be exercised in full in the period before the Repurchase Mandate expires. The Directors however do not propose to exercise the Repurchase Mandate 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 opinion of the Directors are from time to time appropriate for the Company.
UNDERTAKING
None of the Directors, and to the best of their knowledge having made all reasonable enquiries, any associates of any Director, have any present intention in the event that the Repurchase Mandate is approved by Shareholders to sell any of the Shares of the Company.
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 Bermuda.
No connected person of the Company has notified the Company that he has a present intention to sell Shares of the Company, or has undertaken not to do so, if the Repurchase Mandate was approved by the Shareholders.
THE TAKEOVERS CODE
If, as a result of a Share repurchase, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert could as a result of increase of its or their interests, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT ON
REPURCHASE OF THE COMPANY'S SHARES
The following table set out the interests of substantial Shareholders which fall to be disclosed to the Company under Part XV of the SFO as at the Latest Practicable Date:-
| Name | Note | Directly beneficially owned | Family interest held by spouse | Through controlled corporation | Through Trustee of a Trust | Total no. of shares held | Percentage of the Company's issued share capital |
|---|---|---|---|---|---|---|---|
| Cheng Cheung (“Madam Cheng”) | (1) | 21,288,800 | – | 36,912,027 | – | 58,200,827 | 11.58 |
| CC (Holdings) Limited | (1) | 36,912,027 | – | – | – | 36,912,027 | 7.35 |
| Luks Family (PTC) Limited | (2) | 272,824,862 | – | – | – | 272,824,862 | 54.30 |
| Luk Yan | (2) | 3,070,800 | 174,000 | – | 272,824,862 | 276,069,662 | 54.94 |
| Luk Ngai | (2) | 3,390,000 | – | – | 272,824,862 | 276,214,862 | 54.97 |
| Luk Fung | (2) | 3,229,600 | – | – | 272,824,862 | 276,054,462 | 54.94 |
| Luk Sze Wan, Monsie | (2) | 1,300,000 | – | – | 272,824,862 | 274,124,862 | 54.56 |
Notes:
(1) Madam Cheng’s interest included a corporate interest in CC (Holdings) Limited (a company which is 100% beneficially owned by Madam Cheng) held 36,912,027 Shares.
(2) Luks Family (PTC) Limited as trustee of The Luks Family Trust, held 272,824,862 Shares. Each of Mr. Luk Yan, Mr. Luk Ngai, Mr. Luk Fung and Miss Luk Sze Wan, Monsie was the beneficiary of The Luks Family Trust and thus was deemed to have interests in 272,824,862 Shares.
As at the Latest Practicable Date, the aggregate Shares held by Madam Cheng, CC (Holdings) Limited, Luks Family (PTC) Limited, Mr. Luk Yan, Mr. Luk Ngai, Mr. Luk Fung and Miss Luk Sze Wan, Monsie was 342,190,089 shares, representing 68.10% of the current issued capital of the Company. In the event that the Repurchase Mandate is exercised in full, the aggregate percentage shareholding in Shares held by Madam Cheng, CC (Holdings) Limited, Luks Family (PTC) Limited, Mr. Luk Yan, Mr. Luk Ngai, Mr. Luk Fung and Miss Luk Sze Wan, Monsie would be increased to approximately 75.67% of the current issued share capital of the Company as adjusted for such repurchase. Such an increase would be treated as an acquisition of voting rights for the purposes of the Takeovers Code but would not give rise to an obligation on the part for each of Madam Cheng, CC (Holdings) Limited or Luks Family (PTC) Limited, Mr. Luk Yan, Mr. Luk Ngai, Mr. Luk Fung and Miss Luk Sze Wan, Monsie to make a mandatory offer under Rule 26 and 32 of the Takeovers Code. However, the share capital of the Company in public hands would be reduced to less than 25%. The Directors have no present intention to exercise the Repurchase Mandate to extent that the aggregate percentage of Shares held by public shareholders would amount to less than 25% of the issued share capital of the Company from time to time.
APPENDIX I
EXPLANATORY STATEMENT ON
REPURCHASE OF THE COMPANY'S SHARES
SHARE PRICES
The highest and lowest prices at which the Shares of the Company have traded on the Stock Exchange for the twelve months preceding the Latest Practicable Date:-
| Shares | ||
|---|---|---|
| Highest (HK$) | Lowest (HK$) | |
| March 2024 | 0.98 | 0.89 |
| April 2024 | 0.88 | 0.80 |
| May 2024 | 0.88 | 0.83 |
| June 2024 | 0.88 | 0.81 |
| July 2024 | 0.85 | 0.78 |
| August 2024 | 0.80 | 0.71 |
| September 2024 | 0.85 | 0.76 |
| October 2024 | 0.94 | 0.83 |
| November 2024 | 0.85 | 0.78 |
| December 2024 | 0.80 | 0.73 |
| January 2025 | 0.78 | 0.71 |
| February 2025 | 0.77 | 0.72 |
| March 2025 | 0.88 | 0.74 |
REPURCHASES OF SHARES MADE BY THE COMPANY
Details of repurchase of Shares made by the Company in the previous six months prior to the Latest Practicable Date (all repurchase were made on the Stock Exchange) were as follows:
| Trading Day (day/month/year) | No. of Shares Repurchased | Price per Share Highest Price Paid (HK$) | Lowest Price Paid (HK$) | Total Consideration Paid (HK$) |
|---|---|---|---|---|
| 10/9/2024 | 32,000 | 0.82 | 0.78 | 25,800 |
| 11/9/2024 | 32,000 | 0.82 | 0.82 | 26,240 |
| 12/9/2024 | 40,000 | 0.82 | 0.82 | 32,800 |
| 104,000 | 84,840 |
APPENDIX II
DETAILS OF THE DIRECTORS TO BE RE-ELECTED
This Appendix contains the biographical details of the Directors eligible to re-election at the Annual General Meeting that are required by the Listing Rules to be disclosed to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to re-election of Directors.
Miss Luk Sze Wan, Monsie, aged 48, is an Executive Director, Co-CEO and a member of the Remuneration Committee of the Company. Miss Luk holds a Bachelor of Arts Degree from The University of Hong Kong. She has been working for the Group for over 18 years. She has been holding the position of the Investor Relations Director, being responsible for investor relations of the Group. Miss Luk is also in charge of the hotel development project of the Group. She also holds directorship in various subsidiaries of the Group. She is the daughter of Madam Cheng Cheung and the younger sister of Mr. Luk Yan and Mr. Luk Fung, who are all Executive Directors of the Company.
As at the Latest Practicable Date, Miss Luk has an interest in 274,124,862 Shares, representing 54.56% of the current issued capital of the Company. The interest included a personal interest of 1,300,000 Shares, and a deemed interest of 272,824,862 Shares which was held by Luks Family (PTC) Limited, being trustee of The Luks Family Trust, in which Miss Luk was one of the beneficiaries together with Mr. Luk Yan, Mr. Luk Ngai and Mr. Luk Fung. Save as disclosed, Miss Luk does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.
Miss Luk has not entered into any service contract with the Company nor has any specific length of appointment but she is subject to retirement by rotation and re-election in accordance with the Bye-laws.
The amount of director's remuneration paid to Miss Luk by the Company for the year of 2024 was HK$898,000 and she is not entitled to any bonus payment. Miss Luk's remuneration will be determined by reference to her duties and responsibilities with the Company and by the Remuneration Committee of the Company. Save as disclosed above, Miss Luk has not held any directorship in any public listed companies in the last three years or any other positions with the Group.
Save as disclosed, there are no other matters relating to her re-election that need to be brought to the attention of Shareholders and there is no information which is required to be disclosed pursuant to (h) to (v) of rule 13.51(2) under the Listing Rules.
Mr. Lam Chi Kuen, aged 71, is an Independent Non-Executive Director and the Chairman of the Audit Committee of and a member of the Remuneration Committee of the Company. Mr. Lam has years of experience in auditing, finance and accounting fields. He currently serves as an Independent Non-Executive Director of China Cinda Asset Management Company Limited (a company listed on the Stock Exchange, stock code: 01359), and China Life Insurance Company Limited (a company listed on the Stock Exchange, stock code: 02628). He was formerly a senior adviser and partner of Ernst & Young, and he was awarded with a Higher Diploma in Accounting from the Hong Kong Polytechnic College (now the Hong Kong Polytechnic University). Mr. Lam is a member of Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants.
Mr. Lam does not have any interest in any Shares or underlying Shares of the Company within the meaning of Part XV of the SFO, Mr. Lam has not entered into any service contract with the Company.
- 11 -
APPENDIX II
DETAILS OF THE DIRECTORS TO BE RE-ELECTED
Mr. Lam is subject to retirement by rotation and re-election in accordance with the Bye-laws and in accordance with the Code on Corporate Governance Practices under the Listing Rules. The amount of director’s remuneration paid to Mr. Lam by the Company for the year of 2024 was HK$120,000. Mr. Lam is not entitled to any bonus payment and his remuneration is fixed with reference to his experience, responsibilities in the Company and prevailing market level of remuneration by the Remuneration Committee of the Company.
Mr. Lam is not connected with any Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed above, Mr. Lam has not held any directorship in any public listed companies in the last three years or any other positions with the Group.
Save as disclosed, there are no other matters relating to his re-election that need to be brought to the attention of Shareholders and there is no information which is required to be disclosed pursuant to (h) to (v) of rule 13.51(2) under the Listing Rules.
- 12 -
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED
陸氏集團（越南控股）有限公司*
(incorporated in Bermuda with limited liability)
(Stock Code: 366)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 1/F, Pentahotel Hong Kong, Tuen Mun, 6 Tsun Wen Road, Tuen Mun, New Territories, Hong Kong at 3:00 p.m. on Wednesday 28 May 2025 to transact the following ordinary business:
- To receive and consider the Audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31 December 2024.
- To declare final dividend of the Company for the year ended 31 December 2024.
- (i) to re-elect Miss Luk Sze Wan Monsie as Executive Director of the Company;
(ii) to re-elect Mr. Lam Chi Kuen as Independent Non-Executive Director of the Company; and
(iii) to authorize the Board of Directors to fix the Directors' remuneration. - To appoint Auditors and to authorise the Board of Directors to fix their remuneration.
and by way of special business to consider, and if thought fit, pass with or without amendments the following resolutions as:
ORDINARY RESOLUTIONS
- "THAT the Directors be and are hereby granted an unconditional general mandate to repurchase Shares issued by the Company in accordance with all applicable laws and subject to the following conditions:
(a) such mandate should not extend beyond the Relevant Period (defined in subparagraph (c) below);
(b) the aggregate nominal amount of Shares purchased or agreed conditionally or unconditionally to be purchased by the Directors of the Company pursuant to this Resolution should not exceed 10% of the aggregate nominal amount of the Shares of the Company in issue at the date of passing of this Resolution; and
- for identification purpose only
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(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 Bye-laws of the Company or any applicable law of Bermuda to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”
- “THAT the Directors be and are hereby granted an unconditional general mandate to issue and allot additional Shares in the capital of the Company or securities convertible into Shares, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
(a) such mandate should not extend beyond the Relevant Period (defined in subparagraph (c) below) save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors, otherwise than pursuant to a Rights Issue (as defined in subparagraph (c) below) or pursuant to the grant or exercise of options issued under any share option scheme adopted by the Company or pursuant to any scrip dividend scheme or with the consent of the Company in general meeting, should not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution; and
(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 Bye-laws of the Company or any applicable law of Bermuda to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company 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 recognised regulatory body or any stock exchange in any territory outside Hong Kong).
- "THAT the general mandate granted to the Directors to issue and dispose of additional Shares pursuant to Ordinary Resolution 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 5 set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this Resolution."
By Order of the Board
Martin Fan
Company Secretary
Hong Kong, 10 April 2025
Notes:
(1) A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy needs not be a member of the Company.
(2) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's Hong Kong Branch Share Registrar Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be).
(3) The Register of Members will be closed for the following periods.
(a) To ascertain shareholder's eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday 23 May 2025 to Wednesday 28 May 2025, both dates inclusive, during which period no transfers of shares shall be effected. In order to qualify for attending and voting at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration before 4:30 p.m. on Thursday 22 May 2025
(b) To ascertain shareholder's entitlement to the final dividend upon the passing of the resolution no.2 set out in the notice of the Annual General Meeting, the register of members of the Company will be closed from Wednesday 4 June 2025 to Thursday 5 June 2025, both dates inclusive, during which period no transfers of shares shall be effected. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration before 4:30 p.m. on Tuesday 3 June 2025.
APPENDIX III
NOTICE OF ANNUAL GENERAL MEETING
(c) The proposed final dividend will be paid to shareholders whose names appear on the Register of Members on Thursday 5 June 2025 and the payment date of the dividend is expected to be Wednesday 18 June 2025.
(4) With regard to Ordinary Resolution 6 and 7 above, the Directors wish to state that they have no immediate plans to issue any new Shares of the Company.
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