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Emperor Culture Group Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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IMPORTANT
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 to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in 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 or transferred all your shares in King Fook Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
king fook holdings limited
景福集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 280)
PROPOSALS RELATING TO
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
NOTICE OF ANNUAL GENERAL MEETING AND
RE-ELECTION OF DIRECTORS
The notice convening the annual general meeting of the Company to be held at The Ballroom, 18th Floor, The Mira Hong Kong, 118 Nathan Road, Kowloon, Hong Kong on Thursday, 4 September 2025 at 12:00 noon is set out on pages 9 to 12 of this circular.
25 July 2025
LETTER FROM THE BOARD
king fook holdings limited 景福集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 280)
Directors:
Tang Yat Sun, Richard
Fung Yuk Bun, Patrick
Ho Hau Hay, Hamilton
Veronica Ho
Kung Lin Cheng Leo
Cheng Kar Shing, Peter
Sin Nga Yan, Benedict
Cheng Kwok Shing, Anthony
Hou Tan Tan Danielle*
- Non-executive Directors
** Independent non-executive Directors
Registered office:
9th Floor
King Fook Building
30–32 Des Voeux Road Central
Hong Kong
25 July 2025
To the shareholders
Dear Sir or Madam,
PROPOSALS RELATING TO GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES NOTICE OF ANNUAL GENERAL MEETING AND RE-ELECTION OF DIRECTORS
INTRODUCTION
At the annual general meeting of King Fook Holdings Limited (the “Company”) for the year ended 31 March 2025, resolutions will be proposed to grant to the directors of the Company general mandates to issue and repurchase shares of the Company.
LETTER FROM THE BOARD
The purpose of this circular is to give you further details of the abovementioned proposals and notice of the annual general meeting of the Company for the year ended 31 March 2025 (the "AGM"). In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), this circular also contains the explanatory statement and gives all the information reasonably necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its own shares, together with particulars of the directors proposed to be re-elected at the AGM.
GENERAL MANDATE TO ISSUE SHARES
At the AGM, ordinary resolutions will be proposed to grant a general mandate to the directors of the Company to allot, issue and dispose of shares of the Company (including any sale or transfer of treasury shares (which term when used in this circular shall have the meaning ascribed to it in the Listing Rules)) not exceeding (i) 20 per cent of the total number of shares of the Company in issue on the date of the resolution (excluding treasury shares) and (ii) the total number of shares repurchased by the Company under the general mandate mentioned below, to provide flexibility to the Company to raise fund by issue of shares efficiently. On 18 July 2025 (the "Latest Practicable Date"), being the latest practicable date prior to printing of this circular, there were in issue an aggregate of 909,308,465 shares of the Company ("Shares"). On the assumption that no Share will be issued or repurchased prior to the AGM, exercise in full of the mandate could result in up to 181,861,693 Shares being issued by the Company. The mandate allows the Company to allot, issue and dispose of shares during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders in a general meeting of the Company.
GENERAL MANDATE TO REPURCHASE SHARES
At the AGM, an ordinary resolution will also be proposed that the directors be given a general mandate to exercise all powers of the Company to repurchase issued and fully paid shares of the Company. Under such mandate, the number of shares that the Company may repurchase shall not exceed 10 per cent of the total number of shares of the Company in issue on the date of the resolution (excluding treasury shares). The Company's authority is restricted to purchases made on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") in accordance with the Listing Rules. Based on 909,308,465 Shares in issue as at the Latest Practicable Date and on the assumption that no Share will be issued or repurchased prior to the AGM, exercise in full of the mandate could result in up to 90,930,846 Shares being repurchased by the Company. The mandate allows the Company to make or agree to make purchases only during the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by an ordinary resolution of the shareholders in a general meeting of the Company.
LETTER FROM THE BOARD
The directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases may enhance the net value of the Company and/or earnings per Share. As compared with the financial position of the Company as at 31 March 2025 (being the date of its latest audited accounts), the directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed purchases were to be carried out in full during the proposed purchase period. No purchase would be made in circumstances that would have a material adverse impact on the working capital or gearing ratio of the Company.
The Company is empowered by its Articles of Association to purchase its shares. Hong Kong law provides that payment in connection with a share repurchase may only be paid out of distributable profits or the proceeds of a fresh issue of shares made for the purpose of the repurchase. The Company may cancel the repurchased shares following settlement of any such repurchase and/or hold them as treasury shares subject to market conditions and its capital management needs at the relevant time of the repurchases.
The directors intend to apply the profit that would otherwise be available for distribution by way of dividend for any purchase of its shares.
Directors, their close associates and core connected persons
None of the directors nor, to the best of the knowledge and belief of the directors having made all reasonable enquiries, any of the close associates (as defined in the Listing Rules) of any of the directors has any present intention, in the event that the proposal is approved by shareholders, to sell Shares to the Company.
No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make purchases of Shares.
Undertaking of the directors
The directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Hong Kong, and in accordance with the regulations set out in the Articles of Association of the Company.
LETTER FROM THE BOARD
Effect of Takeovers Code
A repurchase of Shares by the Company may result in an increase in the proportionate interest of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Hong Kong Code on Takeovers and Mergers (the "Code").
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Yeung Chi Shing Estates Limited ("YCSEL"), who held approximately 64.47 per cent of the issued share capital of the Company, was the only substantial shareholder holding more than 10 per cent of the issued share capital of the Company. In the event that the directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the shareholding of such shareholder in the Company would be increased to approximately 71.63 per cent of the issued share capital of the Company and such increase would not give rise to an obligation on it to make a mandatory offer under Rule 26 of the Code.
Stock Exchange Rules for repurchases of shares
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(i) Shareholders' approval
The Listing Rules provide that all share repurchases on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, which may be by way of general mandate or by a special approval.
(ii) Source of funds
Repurchases must be funded out of funds legally available for the purpose.
LETTER FROM THE BOARD
General
During each of the 6 months preceding the date of this circular, no Share had been repurchased by the Company.
During each of the previous 12 months, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:
| Month | Per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| July | 0.380 | 0.330 |
| August | 0.375 | 0.325 |
| September | 0.360 | 0.320 |
| October | 0.430 | 0.330 |
| November | 0.360 | 0.335 |
| December | 0.360 | 0.335 |
| 2025 | ||
| January | 0.345 | 0.325 |
| February | 0.370 | 0.330 |
| March | 0.365 | 0.345 |
| April | 0.365 | 0.320 |
| May | 0.430 | 0.345 |
| June | 0.455 | 0.385 |
| July (up to the Latest Practicable Date) | 0.445 | 0.425 |
Neither the explanatory statement contained in this circular nor the proposed share repurchase has any unusual feature.
ANNUAL GENERAL MEETING
You will find on pages 9 to 12 of this circular a notice of the AGM to be held at The Ballroom, 18th Floor, The Mira Hong Kong, 118 Nathan Road, Kowloon, Hong Kong on Thursday, 4 September 2025 at 12:00 noon. Voting at the AGM will be taken by poll.
Resolution no. 5A will be proposed as an ordinary resolution to give a general mandate to the directors to allot, issue and deal with shares of the Company (including any sale and transfer of treasury shares) not exceeding 20 per cent of the total number of Shares in issue as at the date of the resolution (excluding treasury shares).
LETTER FROM THE BOARD
Resolution no. 5B will be proposed as an ordinary resolution to give a general mandate to the directors to make on-market purchases of shares of the Company not exceeding 10 per cent of the total number of Shares in issue as at the date of the resolution (excluding treasury shares).
Resolution no. 5C will be proposed as an ordinary resolution to extend resolution no. 5A to include the total number of Shares which are repurchased by the Company under the authority granted to the directors pursuant to resolution no. 5B.
There is enclosed a form of proxy for use at the AGM. You are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time fixed for holding the meeting, whether or not you intend to be present at the meeting. The completion and return of the form of proxy will not prevent you from attending and voting in person should you so wish.
RE-ELECTION OF DIRECTORS
Resolutions will be proposed at the AGM for re-election of Dr. Fung Yuk Bun, Patrick, Ms. Veronica Ho and Ms. Hou Tan Tan Danielle as directors according to the Company's Articles of Association. Their particulars are as follows:
Dr. Fung Yuk Bun, Patrick ("Dr. Fung"), aged 78, is an executive director of the Company, the chairman of Environmental, Social and Governance Committee of the Company and an executive director of King Fook Jewellery Group Limited and King Fook Gold & Jewellery Company Limited, two wholly owned subsidiaries of the Company. He is a non-executive director of Miramar Hotel and Investment Company, Limited, a company listed on the Main Board of the Stock Exchange. He is a member of the Board of Governors of The Hang Seng University of Hong Kong. He was appointed as a non-executive director of the Company on 4 May 2016 and re-designated as an executive director of the Company on 25 November 2016.
Ms. Veronica Ho ("Ms. Ho"), aged 42, is a non-executive director of the Company and a member of the Audit Committee of the Company. Ms. Ho is a director of Tak Hung (Holding) Company Limited and the daughter of Mr. Ho Hau Hay, Hamilton, a non-executive director of the Company. She is a member of the Hospital Governing Committee of Pok Oi Hospital. She was appointed as a non-executive director of the Company on 24 April 2023.
LETTER FROM THE BOARD
Ms. Hou Tan Tan Danielle (“Ms. Hou”), aged 40, is an independent non-executive director of the Company and a member of the Environmental, Social and Governance Committee and Nomination Committee of the Company. She was the deputy art director of the Company from June 2016 to February 2020. She worked as a specialist trainee/cataloguer in the jewellery department of Sotheby’s Hong Kong Limited from February 2015 to May 2016, and as an analyst in the China investment banking department of Citigroup Global Markets Asia Limited from July 2008 to August 2011. Ms. Hou had been a non-executive director of Grace Wine Holdings Limited, a company listed on GEM of the Stock Exchange, from July 2017 to May 2021. She is a director and shareholder of Fortune Rise Limited. She was appointed as an independent non-executive director of the Company on 1 April 2022.
The abovenamed directors do not have any service contract with the Company. They are not appointed for a specific term but are subject to retirement by rotation in annual general meetings of the Company in accordance with the Articles of Association of the Company.
The remunerations of these directors are subject to the recommendation of the Remuneration Committee from time to time, and information on their remunerations for the year ended 31 March 2025 is set out in note 15 headed “Directors’ and chief executive’s emoluments and material interests of directors in transactions, arrangements and contracts” to the consolidated financial statements contained in the annual report of the Company for the year ended 31 March 2025. The remuneration of Dr. Fung is determined with reference to his contribution to the Group. The remunerations of Ms. Ho and Ms. Hou are determined with reference to the prevailing ranges of director’s fees for non-executive directors and independent non-executive directors of listed companies in Hong Kong respectively.
Ms. Hou contributes to the diversity of the Board as a female director and brings to the Board her perspectives, skills and experience gained in working in a range of business.
Dr. Fung was interested in 5,856,517 Shares within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”) as at the Latest Practicable Date.
Save as disclosed above, the above named directors confirm:
(i) they have no relationships with any directors, senior management or substantial or controlling shareholders of the Company;
(ii) they have no interests in shares of the Company within the meaning of Part XV of the SFO; and
(iii) there is no information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matter that need to be brought to the attention of shareholders of the Company.
LETTER FROM THE BOARD
RECOMMENDATION
The directors consider that the proposed granting of the mandates to issue and repurchase shares of the Company are in the interest of the Company and so recommend you to vote in favour of the relevant resolutions at the AGM. The directors will vote all their shareholdings in favour of such resolutions.
Yours faithfully,
By order of the Board
Tang Yat Sun, Richard
Chairman
- 8 -
NOTICE OF ANNUAL GENERAL MEETING
kingfook holdings limited
景福集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 280)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of the abovenamed company (the "Company") will be held at The Ballroom, 18th Floor, The Mira Hong Kong, 118 Nathan Road, Kowloon, Hong Kong on Thursday, 4 September 2025 at 12:00 noon for the following purposes:
- To receive and adopt the audited financial statements and the reports of the directors and independent auditor for the year ended 31 March 2025.
- To declare a final dividend of HK2.6 cents per ordinary share for the year ended 31 March 2025.
- To elect directors and to authorise the board of directors to fix their remuneration.
- To appoint auditor and to authorise the board of directors to fix its remuneration.
- As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
A. “THAT:
(a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (including any sale and transfer of shares of the Company out of treasury that are held as treasury shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited)) and to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities convertible into shares of the Company) which might require the exercise of such power after the end of the Relevant Period;
(c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company (including any treasury shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred) pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue or scrip dividend scheme or similar arrangement of the Company or the exercise of the subscription rights under the share option scheme of the Company, shall not exceed 20 per cent of the total number of shares of the Company in issue as at the date of this resolution (excluding treasury shares) and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier 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 law to be held; and
(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means an offer of shares or securities convertible into shares open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (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).
NOTICE OF ANNUAL GENERAL MEETING
B. "THAT:
(a) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares and to resell any repurchased shares held as treasury shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent of the total number of shares of the Company in issue as at the date of this resolution (excluding treasury shares) and the said approval be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier 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 law to be held; and
(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
C. "THAT conditional upon resolution no. 5B above being passed, the total number of shares of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in resolution no. 5B above shall be added to the total number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company (including any treasury shares that may be sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred) pursuant to resolution no.5A above."
By Order of the Board
Tang Yat Sun, Richard
Chairman
Hong Kong, 25 July 2025
NOTICE OF ANNUAL GENERAL MEETING
Registered office:
9th Floor
King Fook Building
30–32 Des Voeux Road Central
Hong Kong
Notes:
(1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy (except a member who is a clearing house or its nominee may appoint more than 2 proxies) to attend and vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s share registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (the “Share Registrar”) together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours (excluding any part of a day that is a public holiday) before the time for holding the meeting or adjourned meeting.
(2) In order to determine entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Monday, 1 September 2025 to Thursday, 4 September 2025, both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 29 August 2025.
(3) In order to determine entitlement to the final dividend to be approved at the annual general meeting, the register of members of the Company will be closed on Wednesday, 10 September 2025, during which day no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Share Registrar at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 9 September 2025.
(4) No refreshments or drinks will be served, and there will be no corporate gift.
(5) If Typhoon Signal No. 8 or above, or “black” rainstorm warning is in effect any time after 8:00 a.m. and before the above time of the Meeting, the Meeting will be postponed. The Company will post an announcement on the website of The Stock Exchange of Hong Kong Limited (https://www.hkexnews.hk/index.htm) and the website of the Company (https://www.irasia.com/listco/hk/kingfook/index.htm) to notify member of the Company of the date, time and place of the rescheduled meeting.
As at the date of this notice, the executive directors of the Company are Mr. Tang Yat Sun, Richard and Dr. Fung Yuk Bun, Patrick; the non-executive directors are Mr. Ho Hau Hay, Hamilton, Ms. Veronica Ho and Mr. Kung Lin Cheng Leo; and the independent non-executive directors are Mr. Cheng Kar Shing, Peter, Mr. Sin Nga Yan, Benedict, Mr. Cheng Kwok Shing, Anthony and Ms. Hou Tan Tan Danielle.
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