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HKE Holdings Limited Proxy Solicitation & Information Statement 2025
50121_rns_2025-10-23_2870fea5-d7d1-4dc2-b993-93cc25bbbe7a.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 you should take, 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 HKE Holdings Limited (the "Company"), you should at once hand this circular together with the accompanying proxy form 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.
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.
HKE Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1726)
(1) PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND EXTENSION OF ISSUE MANDATE;
(2) RE-ELECTION OF RETIRING DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to be held at 3:00 p.m. on 27 November 2025 at Unit 2414-2416, 24/F, China Merchants Tower Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong is set out on pages 21 to 25 of this circular.
Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy and return the same to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
No food and beverage services and no distribution of gifts at the AGM.
23 October 2025
TABLE OF CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
Introduction ... 4
General Mandates to Issue and Repurchase Shares and
Extension of Issue Mandate ... 5
Re-election of Retiring Directors ... 6
AGM ... 7
Closure of Register of Members ... 8
Recommendation ... 8
Responsibility Statement ... 8
General ... 9
Miscellaneous ... 9
APPENDIX I — EXPLANATORY STATEMENT ... 10
APPENDIX II — DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION AT THE AGM ... 14
NOTICE OF ANNUAL GENERAL MEETING ... 21
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"2024 AGM"
the annual general meeting of the Company held on 27 November 2024
"AGM"
the annual general meeting of the Company to be held at 3:00 p.m. on 27 November 2025 at Unit 2414-2416, 24/F, China Merchants Tower Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong or any adjournment thereof
"Articles of Association"
the second amended and restated articles of association of the Company currently in force
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"close associates"
has the meaning as defined under the Listing Rules
"Companies Act"
the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
"Company"
HKE Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability on 18 August 2017 and the issued Shares of which are listed on the Main Board
"core connected person(s)"
has the meaning as defined under the Listing Rules
"Director(s)"
the director(s) of the Company
"Flourish Nation"
Flourish Nation Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability and it is wholly owned by Mr. Lin Ho Man, an executive Director
"Group"
the Company and its subsidiaries
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DEFINITIONS
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
the unconditional general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the total number of Shares (excluding treasury shares, if any) in issue as at the date of passing the relevant ordinary resolution granting such mandate
"Latest Practicable Date"
16 October 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Main Board"
the Main Board of the Stock Exchange
"Nomination Committee"
the nomination committee of the Board
"PRC" or "China"
the People's Republic of China, which for the purposes of this circular, excludes Hong Kong, Macau Special Administrative Region and Taiwan
"Remuneration Committee"
the remuneration committee of the Board
"Repurchase Mandate"
the unconditional general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase Shares of not exceeding 10% of the total number of Shares (excluding treasury shares, if any) in issue as at the date of passing of the relevant resolution granting such mandate
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DEFINITIONS
"Retiring Directors"
Mr. Koh Lee Huat, Prof. Pong Kam Keung, Mr. Cheung Kwok Yan Wilfred and Ms. Lam Lam Nixie, the Directors who shall retire from office at the AGM pursuant to Articles 108 and 112 of the Articles of Association, respectively
"S$"
Singapore dollars, the lawful currency of Singapore
"SFO"
the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)
"Share(s)"
ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented or otherwise modified from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"%"
per cent.
LETTER FROM THE BOARD
HKE Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1726)
Executive Directors:
Mr. Lin Ho Man (Chairman)
Mr. Koh Lee Huat
Mr. Zhou Peng
Non-executive Directors:
Mr. Cheng Yiu Mo
Mr. Lim Kai Jia Kesley
Independent Non-Executive Directors:
Mr. Siu Man Ho Simon
Prof. Pong Kam Keung
Mr. Cheung Kwok Yan Wilfred
Ms. Lam Lam Nixie
Registered Office:
Windward 3
Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
Head Office and Principal Place of Business in Hong Kong:
Unit 2414-2416, 24/F
China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Hong Kong
23 October 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND EXTENSION OF ISSUE MANDATE;
(2) RE-ELECTION OF RETIRING DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purposes of this circular are to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the granting of the Issue Mandate and Repurchase Mandate; (ii) the extension of the Issue Mandate; and (iii) the re-election of Retiring Directors and to give you the notice of the AGM.
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND EXTENSION OF ISSUE MANDATE
Given that the Company's existing general mandate to allot, issue and deal with Shares, and existing mandate to repurchase Shares, granted to the Directors by the Shareholders at the 2024 AGM will lapse at the conclusion of the AGM, ordinary resolutions will be proposed at the AGM for the Shareholders to consider and approve:
(a) the granting of the Issue Mandate so that the Directors will be able to allot, issue and deal with up to a total of 215,549,334 Shares, representing 20% of the total number of Shares (excluding treasury shares, if any) in issue as at the date of passing of the resolution in relation thereto if the Issue Mandate is granted at the AGM (based on 1,077,746,668 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM);
(b) the granting of the Repurchase Mandate so that the Directors are authorised to repurchase Shares on the Stock Exchange up to a total of 107,774,666 Shares, representing 10% of the total number of Shares (excluding treasury shares, if any) in issue as at the date of passing of the resolution in relation thereto (subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate, based on 1,077,746,668 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM); and
(c) the extension of the Issue Mandate by including number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate).
Each of the Issue Mandate and the Repurchase Mandate will continue in force until 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 Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the date upon which such mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
LETTER FROM THE BOARD
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the relevant information required under the Listing Rules to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.
RE-ELECTION OF RETIRING DIRECTORS
Retirement of Directors
The Board currently comprises nine members, including three executive Directors, namely, Mr. Lin Ho Man, Mr. Koh Lee Huat and Mr. Zhou Peng, two non-executive Directors, namely, Mr. Cheng Yiu Mo and Mr. Lim Kai Jia Kesley and four independent non-executive Directors, namely, Mr. Siu Man Ho Simon, Prof. Pong Kam Keung, Mr. Cheung Kwok Yan Wilfred and Ms. Lam Lam Nixie.
In accordance with Article 108 of the Articles of Association, at each annual general meeting of the Company one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.
Accordingly, at the AGM, the Directors, namely, Mr. Koh Lee Huat, an executive Director and Prof. Pong Kam Keung and Mr. Cheung Kwok Yan Wilfred, both independent non-executive Directors, will retire from office and, being eligible, will offer themselves for re-election.
In accordance with Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election and any Director appointed under Article 112 shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting.
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LETTER FROM THE BOARD
Accordingly, at the AGM, Ms. Lam Lam Nixie, an independent non-executive Director, will retire from office and, being eligible, will offer herself for re-election.
The biographical details of each of the Retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements under the Listing Rule.
Recommendation of the Nomination Committee
The Nomination Committee, after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the nomination policy and the board diversity policy of the Company, evaluated the performance of each of the Retiring Directors and found each of their performance satisfactory.
Therefore, with the recommendation of the Nomination Committee, the Board has proposed all the Retiring Directors to stand for re-election as Directors at the AGM.
As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM.
AGM
The notice of the AGM is set out on pages 21 to 25 of this circular.
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 72 of the Articles of Association, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions proposed at the AGM shall be voted by poll. An
LETTER FROM THE BOARD
announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the rights to attend and vote at the AGM, the register of shareholders of the Company will be closed from 24 November 2025 to 27 November 2025 (both days inclusive), during which period no transfer of the Shares will be registered. In order to be entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration no later than 4:30 p.m. on 21 November 2025. The record date for determining the eligibility of the Shareholders for attending and voting at the AGM is 27 November 2025.
RECOMMENDATION
The Directors believe that the proposed resolutions at the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all resolutions to be proposed at the AGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
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LETTER FROM THE BOARD
GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By Order of the Board
HKE Holdings Limited
Lin Ho Man
Chairman and Executive Director
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APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution approving the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,077,746,668 Shares.
Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorised to repurchase up to a maximum of 107,774,666 Shares, representing 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of passing the relevant resolution. The Repurchase Mandate will end 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 Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company.
2. REASONS FOR THE REPURCHASE
The Directors consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
3. SOURCE OF FUNDS
In repurchasing Shares, the Company will only apply funds legally available for such purposes in accordance with the Articles of Association, the Listing Rules, the Companies Act and the applicable laws and regulations of the Cayman Islands. The Company will not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
APPENDIX I
EXPLANATORY STATEMENT
4. IMPACT ON WORKING CAPITAL OR GEARING POSITION OF THE COMPANY
An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company as compared with that as at 30 June 2025, being the date of its most recent published audited consolidated accounts. The Directors do not, however, intend to make repurchase to such extent as would, in circumstances, have a material adverse impact on the working capital or gearing position of the Company.
5. DIRECTORS, THEIR CLOSE ASSOCIATES AND THE CORE CONNECTED PERSONS OF THE COMPANY
To the best knowledge of the Board and having made all reasonable enquiries, none of the Directors (or their respective close associates) nor the core connected persons of the Company have any present intention to sell any Shares to the Company or have undertaken not to sell any of the shares held by them to the Company if the Repurchase Mandate is approved by the Shareholders.
6. EXERCISE OF THE COMPANY'S POWER TO MAKE REPURCHASE BY THE DIRECTORS
The Directors will exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands so far as the same may be applicable.
7. EFFECT OF THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Listing Rules), could obtain or consolidate control of the Company, depending on the level of increase of the Shareholder's interests, and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, 568,000,000 Shares are held by Flourish Nation, representing approximately 52.70% of the issued share capital of the Company. Flourish Nation is wholly-owned by Mr. Lin Ho Man. Mr. Lin Ho Man is deemed to be interested in the Shares in which Flourish Nation is interested under the SFO.
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APPENDIX I
EXPLANATORY STATEMENT
In the event that the Repurchase Mandate is exercised in full, the interest of Flourish Nation will increase to approximately 58.56% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
8. SHARES REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date.
9. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS OF THE COMPANY
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.
10. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:
| Share Prices | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| October | 1.94 | 1.65 |
| November | 1.80 | 1.55 |
| December | 1.79 | 1.58 |
| 2025 | ||
| January | 1.69 | 1.47 |
| February | 1.63 | 1.47 |
| March | 1.69 | 1.44 |
| April | 1.51 | 1.20 |
| May | 1.46 | 1.30 |
| June | 2.37 | 1.30 |
| July | 1.90 | 1.24 |
| August | 1.70 | 1.49 |
| September | 1.56 | 1.33 |
| October (up to and including the Latest Practicable Date) | 1.44 | 1.28 |
APPENDIX I
EXPLANATORY STATEMENT
11. STATUS OF REPURCHASED SHARES
The Company has no present intention whether it may cancel any Shares it purchased through the Repurchase Mandate and/or hold them as treasury shares. The arrangement to deal with the repurchased Shares shall be subject to the market conditions and the capital management needs of the Company at the relevant time of the repurchases, and it will be in accordance with the compliance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands. Further disclosures will be made by the Company as and when there are any repurchase conducted by the Company through the Repurchase Mandate.
12. COMPANY'S CONFIRMATION
To the best knowledge of the Company, the Company confirms that neither the explanatory statement set out in this circular nor the proposed Share repurchase under the Repurchase Mandate has any unusual features.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
The following are the particulars of the Retiring Directors who retire and, being eligible, will offer themselves for re-election at the AGM:
EXECUTIVE DIRECTOR
Mr. Koh Lee Huat
Mr. Koh Lee Huat (許利發) ("Mr. Koh"), aged 55, is an executive Director. He was appointed as a Director on 18 August 2017 and was redesignated as an executive Director on 17 September 2017. He is also a director of certain subsidiaries of the Company.
Mr. Koh is responsible for the day-to-day operations and overall project management, formulating corporate and business strategies and making major operation decisions of the Group.
Mr. Koh has over 20 years of experience in the construction industry specialising in radiation shielding works. Mr. Koh gained technical work experience by starting as a technical officer at the Singapore Institute of Standards and Industrial Research (SISIR) in January 1995, eventually leading a team of technicians on laboratory tools calibration and field testing. Mr. Koh joined the Group in January 1996 as a site supervisor and was promoted to project manager in January 2002.
Mr. Koh obtained a diploma in Mechanical Engineering from Ngee Ann Polytechnic of Singapore in August 1992. In addition, Mr. Koh obtained certificates of completion in the following courses: Introduction to Radiation Safety, conducted by The National University of Singapore in March 1996; Risk Management Course, conducted by Absolute Kinetics Consultancy Pte Ltd in November 2006; Building Construction Supervisors Safety Course, conducted by The Singapore Contractors Association Ltd (SCAL) SCAL Academy in April 2008; and Work-at-Height Course for Supervisors, conducted by Greensafe International Pte Ltd in November 2013.
Mr. Koh entered into a service agreement with the Company for a term of three years commencing from 28 September 2023 and the service agreement may be terminated by not less than three months' written notice. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual director's emoluments payable to Mr. Koh under the service agreement is S$792,000, which was determined by the Board upon recommendations by the Remuneration Committee with reference to his duties and responsibilities with the Company and the prevailing market conditions and practice.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Save as disclosed above, as at the Latest Practicable Date, Mr. Koh (i) does not hold any other positions in the Company and other members of the Group; (ii) did not hold any directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years; (iii) does not have other major appointments and professional qualifications; and (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company.
Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Koh’s re-election.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Prof. Pong Kam Keung
Prof. Pong Kam Keung (龐錦強) (“Prof. Pong”), aged 60, was appointed as an independent non-executive Director on 15 March 2018. He is also a member of the Audit Committee and Remuneration Committee and the chairman of the Nomination Committee. He is primarily responsible for providing independent judgment to bear on issues of strategy, policy, performance, accountability, resource, key appointments and standard of conduct of the Group.
Prof. Pong has been a member of the Disciplinary Tribunal of the Hong Kong Chartered Governance Institute (formerly known as Hong Kong Institute of Chartered Secretaries) since 2015. Prof. Pong was the chief prosecution officer of the Environment Protection Department of the Government from July 2004 to July 2013. He served as advisor to the Hong Kong Architecture Centre from 2011 to 2013. He was also a member of the Appeal Tribunal Panel of the Planning and Lands Branch of the Development Bureau of the Government from February 2007 to November 2012 and a member of the Advisory Committee on Barrier Free Access of the Buildings Department which expired in July 2003.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Prof. Pong obtained a degree of Master of Science in Property Investment from the City University of London, United Kingdom in December 1993, and a degree of Master of Corporate Governance from the Hong Kong Polytechnic University in October 2008. Prof. Pong obtained his degree of Doctor of Philosophy from the Hong Kong Polytechnic University in 2019 and an honorary degree of Doctor of Science from the University of Greenwich, United Kingdom in 2025.
Prof. Pong has been a fellow of the Hong Kong Institute of Construction Managers since August 2016, the Hong Kong Institute of Facility Management since July 2000, the Hong Kong Institute of Surveyors since November 2000, the Chartered Institute of Arbitrators since January 2001, the Royal Institution of Chartered Surveyor since January 2006 and the Hong Kong Chartered Governance Institute since October 2012.
Prof. Pong was appointed as a non-executive director of Star Group Company Limited, previously known as Star Properties Group (Cayman Islands) Limited (stock code: 1560) from March 2016, re-designated as an executive director from September 2018, and subsequently re-designated as a consultant from November 2021, a company listed on the Main Board of the Stock Exchange; an independent non-executive director of Shuang Yun Holdings Limited (stock code: 1706) in October 2017 and resigned from the position in August 2023, a company listed on the Main Board of the Stock Exchange; and an independent non-executive director of Easy Smart Group Holdings Limited (stock code: 2442) from April 2023, a company listed on the Main Board of the Stock Exchange. He was an executive director of Sundart Holdings Limited (stock code: 1568) from July 2015 to February 2018, was an independent non-executive director of Central Holding Group Co. Ltd, previously known as Wang Yang Holdings Limited (stock code: 1735) from March 2018 to October 2019 and FSM Holdings Limited (stock code: 1721) from June 2018 to April 2020, companies listed on the Main Board of the Stock Exchange. Prof. Pong has been an adjunct professor in the Division of Environment and Sustainability of The Hong Kong University of Science and Technology since December 2013.
Prof. Pong entered into a letter of appointment with the Company a term of one year commencing from April 2018 and shall continue year to year. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual director’s fee payable to Prof. Pong under the letter of appointment is HK$180,000, which was determined by the Board upon recommendations by the Remuneration Committee with reference to his duties and responsibilities with the Company and the prevailing market conditions and practice.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Save as disclosed above, as at the Latest Practicable Date, Prof. Pong (i) does not hold any other position with the Company or other members of the Group; (ii) did not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company; and (v) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed in this circular, Prof. Pong has confirmed to the Company that (a) he meets the independence factors as set out in Rule 3.13(1) to (8) of the Listing Rules; (b) he did not and does not have any past or present financial or other interest in the business of the Company or did not and does not have any connection with any core connected person (as defined in the Listing Rules) of the Company; and (c) there are no other factors that may affect his independence at the date of his confirmation. In view of the above-mentioned factors, to the best knowledge of the Company, the Company considers the independence of Prof. Pong acceptable.
Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Prof. Pong's re-election.
Mr. Cheung Kwok Yan Wilfred
Mr. Cheung Kwok Yan Wilfred (張國仁) ("Mr. Cheung"), aged 45, was appointed as an independent non-executive Director on 15 March 2018. He is also a member of the Nomination Committee and Remuneration Committee and the chairman of the Audit Committee. He is primarily responsible for providing independent judgement on issues of strategy, policy, performance, accountability, resource, key appointments and standard of conduct of the Group.
Mr. Cheung graduated from the University of Buckingham in the United Kingdom with a Bachelor of Science (Economics) in February 2005. Mr. Cheung is a fellow of the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. Mr. Cheung joined Moores Rowland Mazars in September 2005 as associate and was later transferred to Mazars CPA Limited after its reorganisation in June 2007. Mr. Cheung left Mazars CPA Limited in October 2007 as an associate and joined Grant Thornton as senior accountant in its China practice division until December 2008. Mr. Cheung then worked for the Royal Bank of Canada Europe Limited as accounts preparer in its CEES UK Department from March 2009 to January 2010. Mr. Cheung was employed by Asia
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Investment Finance Group Limited (formerly known as "Harmonic Strait Financial Holdings Limited" and "Rainbow Brothers Limited") (stock code: 33), the issued shares of which are listed on the Main Board of the Stock Exchange, from February 2010 to August 2010 as senior associate in corporate finance. Mr. Cheung later joined Mega International Food Limited as its financial controller in September 2010 and was appointed as general manager of its fellow subsidiary, Poly Shining Limited, and Mr. Cheung left the group in March 2013. From August 2013 to May 2018, Mr. Cheung worked at The Gate Worldwide Limited, an international advertising and marketing agency, with his initial position as a senior finance manager and was promoted to a finance director in July 2015. Mr. Cheung joined Publicis Media, a French multinational advertising and public relations company, as finance director since July 2018. Mr. Cheung was employed by Denuo Limited – Starcom Worldwide, a wholly-owned subsidiary of Publicis Groupe, the world's third largest communications group, as finance director from July 2018 to July 2019. He is currently a director of Sonic Corporate Services Company and Financial Controller of Stepworks Company Limited.
Mr. Cheung has been an independent non-executive director of Affluent Foundation Holdings Limited (stock code: 1757), the issued shares of which are listed on the Main Board of the Stock Exchange, since May 2018. He was an independent non-executive director of Chun Sing Engineering Holdings Limited (previously listed on the Stock Exchange, stock code: 2277) (currently known as Huarong Investment Stock Corporation Limited), from December 2014 to June 2016 and he was an independent non-executive director of LEAP Holdings Group Limited (stock code: 1499) (currently known as OKG Technology Holdings Limited), the issued shares of which are listed on the Main Board of the Stock Exchange, from August 2015 to November 2017.
Mr. Cheung entered into a letter of appointment with the Company for a term of one year commencing from April 2018 and shall continue year to year. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual director's fee payable to Mr. Cheung under the letter of appointment is HK$180,000, which was determined by the Board upon recommendations by the Remuneration Committee with reference to his duties and responsibilities with the Company and the prevailing market conditions and practice.
Save as disclosed above, as at the Latest Practicable Date, Mr. Cheung (i) does not hold any other position with the Company or other members of the Group; (ii) did not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company; and (v) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Save as disclosed in this circular, Mr. Cheung has confirmed to the Company that (a) he meets the independence factors as set out in Rule 3.13(1) to (8) of the Listing Rules; (b) he did not and does not have any past or present financial or other interest in the business of the Company or did not and does not have any connection with any core connected person (as defined in the Listing Rules) of the Company; and (c) there are no other factors that may affect his independence at the date of his confirmation. In view of the above-mentioned factors, to the best knowledge of the Company, the Company considers the independence of Mr. Cheung acceptable.
Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Cheung's re-election.
Ms. Lam Lam Nixie
Ms. LAM Lam Nixie (林琳) ("Ms. Lam"), aged 43, was appointed as an independent non-executive Director on 25 April 2025. She is also a member of the Nomination Committee, the Remuneration Committee and the Audit Committee. She is primarily responsible for providing independent judgement on issues of strategy, policy, performance, accountability, resource, key appointments and standard of conduct of the Group.
Ms. Lam is an accomplished finance, public affairs, and public policy professional with extensive banking and public administration experience. Ms. Lam previously held roles at two major banking institutions in Hong Kong, where she honed her expertise in financial strategy and governance.
Ms. Lam's public service career includes serving as a member of District Council (Tsuen Wan District Council) of Hong Kong from January 2012 to December 2019 and a member of the Legislative Council of Hong Kong since January 2022, where she advocates for social development and contributes to international affairs initiatives.
Ms. Lam obtained a bachelor's degree of arts with majors in Japanese and Korean and a master's degree of business in marketing from the University of Queensland, Australia in 2003 and 2005, respectively. She further advanced her credentials with an executive master's degree of public administration (EMPA) obtained from Tsinghua University, the PRC in 2021 underscoring her commitment to bridging public policy and global governance.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Ms. Lam entered into a letter of appointment with the Company for a term of one year commencing from April 2025 and shall continue year to year. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual director’s fee payable to Ms. Lam under the letter of appointment is HK$180,000, which was determined by the Board upon recommendations by the Remuneration Committee with reference to her duties and responsibilities with the Company and the prevailing market conditions and practice.
Save as disclosed above, as at the Latest Practicable Date, Ms. Lam (i) does not hold any other position with the Company or other members of the Group; (ii) did not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company; and (v) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed in this circular, Ms. Lam has confirmed to the Company that (a) she meets the independence factors as set out in Rule 3.13(1) to (8) of the Listing Rules; (b) she did not and does not have any past or present financial or other interest in the business of the Company or did not and does not have any connection with any core connected person (as defined in the Listing Rules) of the Company; and (c) there are no other factors that may affect her independence at the date of her confirmation. In view of the above-mentioned factors, to the best knowledge of the Company, the Company considers the independence of Ms. Lam acceptable.
Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Ms. Lam’s re-election.
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NOTICE OF ANNUAL GENERAL MEETING
HKE Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1726)
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of HKE Holdings Limited (the "Company") will be held at 3:00 p.m. on 27 November 2025 at Unit 2414-2416, 24/F, China Merchants Tower Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong for the following purposes:
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited consolidated financial statements, the report of the directors of the Company (the "Directors" and each a "Director") and the independent auditor's report of the Company and its subsidiaries for the year ended 30 June 2025.
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(A) To re-elect Mr. Koh Lee Huat as executive Director;
(B) To re-elect Prof. Pong Kam Keung as independent non-executive Director;
(C) To re-elect Mr. Cheung Kwok Yan Wilfred as independent non-executive Director;
(D) To re-elect Ms. Lam Lam Nixie as independent non-executive Director; and
(E) To authorise the board of Directors (the "Board") to fix the Directors' remuneration. -
To re-appoint Zhonghui Anda CPA Limited as the independent auditor of the Company and to authorise the Board to fix their remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
- As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
(A) "THAT:
(a) subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares (including the sale or transfer of treasury shares, if any) in the share capital of the Company or options, warrants or similar rights to subscribe for any shares and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period (as defined below);
(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors (including the sale or transfer of treasury shares, if any) pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for shares of the Company; (iv) the exercise of options granted under any share option scheme of the Company or similar arrangement for the time being adopted by the Company; or (v) any issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the second amended and restated articles of association of the Company, shall not exceed 20% of the aggregate number of shares of the Company (excluding treasury shares, if any) in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the second amended and restated articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;
"Rights Issue" means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
(B) "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase the shares of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, subject to and in accordance with the applicable laws and requirements of the Listing Rules, the Securities and Future Commission or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the aggregate number of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of issued shares of the Company (excluding treasury shares, if any) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the second amended and restated articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
(C) "THAT subject to the passing of resolutions numbered 4(A) and 4(B) above being passed, the unconditional general mandate referred to in the resolution numbered 4(A) above be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company repurchased by the Company pursuant to the unconditional general mandate referred to in the resolution numbered 4(B) above, provided that such amount shall not exceed 10% of the aggregate number of shares of the Company (excluding treasury shares, if any) in issue as at the date of passing of this resolution."
By Order of the Board
HKE Holdings Limited
Lin Ho Man
Chairman and Executive Director
Hong Kong, 23 October 2025
NOTICE OF ANNUAL GENERAL MEETING
Head Office and Principal Place of Business in Hong Kong:
Unit 2414-2416, 24/F
China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Hong Kong
Notes:
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Any shareholder of the Company ("Shareholder") entitled to attend and vote at the AGM shall be entitled to appoint another person as his/her/its proxy to attend and vote on behalf of him/her/it. A Shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder.
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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 of the Company as if he/she/it were 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 of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint registered holder(s).
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In order to be valid, the form of proxy must be deposited 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, at the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time for holding the AGM or adjourned meeting. Completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish and in such event, the instrument appointing a proxy shall be deemed to have been revoked.
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For the purpose of determining the rights to attend and vote at the AGM, the register of members of the Company will be closed from 24 November 2025 to 27 November 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration no later than 4:30 p.m. on 21 November 2025. The record date for determining the eligibility of the Shareholders for attending and voting at the AGM is 27 November 2025.
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The mandates referred in the resolutions 4(A) and 4(B) above are mandates as contemplated by articles 67(vi) and 67(vii) of the second amended and restated articles of association of the Company, respectively.
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There will be no food and beverage services and no distribution of gifts at the AGM.
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