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Kelfred Holdings Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stock broker 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 Kelfred Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.
KELFRED HOLDINGS LIMITED
恒發光學控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1134)
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting (the "AGM") of Kelfred Holdings Limited (the "Company") to be held at Room 1606, 16/F, Block B, New Trade Plaza, 6 On Ping Street, Sha Tin, New Territories, Hong Kong on Thursday, 29 May 2025 at 11:00 a.m. is set out on pages 21 to 25 of this circular.
A form of proxy for use by the shareholders at the AGM is enclose with this circular. Whether or not you are able to attend the AGM, you are requested to read this circular and complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar and transfer office of the Company, 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 less than 48 hours before the time appointed (i.e. Tuesday, 27 May 2025 at 11:00 a.m.) for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjourned meeting should you so wish.
29 April 2025
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 4
APPENDIX I — EXPLANATORY STATEMENT OF
THE REPURCHASE MANDATE... 11
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION AT THE AGM... 17
NOTICE OF ANNUAL GENERAL MEETING... 21
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be held at Room 1606, 16/F, Block B, New Trade Plaza, 6 On Ping Street, Sha Tin, New Territories, Hong Kong on Thursday, 29 May 2025 at 11:00 a.m., the notice of which is set out on pages 21 to 25 of this circular, or any adjournment thereof
"AGM Notice"
the notice convening the AGM set out on pages 21 to 25 of this circular
"Articles"
the second amended and restated articles of association of the Company adopted on 27 May 2022, and as amended, supplemented or otherwise modified from time to time
"Board"
the board of Directors
"close associate(s)"
has the meaning ascribed thereto under the Listing Rules
"Companies Act"
the Companies Act (2023 Revision) of Cayman Islands, as amended, modified and supplemented or otherwise modified from time to time
"Company"
Kelfred Holdings Limited (恒發光學控股有限公司) (Stock Code: 1134), an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange
"Controlling Shareholder(s)"
has the meaning ascribed thereto under the Listing Rules
"core connected person"
has the meaning ascribed thereto under the Listing Rules
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
- 1 -
DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares not exceeding the aggregate of 20% of the number of the issued Shares as at the date of the passing of the relevant resolution
"Latest Practicable Date"
22 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"Memorandum"
the second amended and restated memorandum of association of the Company (as amended, supplemented or otherwise modified from time to time)
"Register of Members"
the register of members of the Company
"Repurchase Mandate"
a general unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to purchase or repurchase the Shares not exceeding the aggregate of 10% of the number of the issued Shares as at the date of the passing of the relevant resolution
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
the ordinary share(s) of the Company with nominal value of HK$0.01 each
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
- 2 -
- 3 -
DEFINITIONS
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong, as amended, supplemented or otherwise modified from time to time
“%” per cent
LETTER FROM THE BOARD
KELFRED HOLDINGS LIMITED
恒發光學控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1134)
Executive Directors:
Mr. Kwok Kwan Fai (Chairman)
Mr. Kwok Kwan Yu (Chief Executive Officer)
Non-executive Directors:
Mr. Kwok Mau Kwan
Ms. Chan Yin Wah
Independent non-executive Directors:
Mr. Chu Kin Ming
Mr. Hong Sze Lung
Mr. Leung Ka Tin
Registered Office:
Ocorian Trust (Cayman) Limited
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:
Workshops 1605–1606, 16/F., Block B
New Trade Plaza
6 On Ping Street
Sha Tin, New Territories
Hong Kong
Hong Kong, 29 April 2025
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with notice of the AGM and the relevant information regarding the resolutions to be proposed at the AGM relating to:
(i) the granting of the Issue Mandate to the Directors;
LETTER FROM THE BOARD
(ii) the granting of the Repurchase Mandate to the Directors;
(iii) the granting of the extension mandate to extend the Issue Mandate by the addition of an amount representing the number of the issued Shares purchased or repurchased by the Company pursuant to the Repurchase Mandate;
(iv) the re-election of retiring Directors; and
(v) the re-appointment of the auditor of the Company.
GENERAL MANDATE TO ISSUE SHARES
The Directors have been granted a general unconditional mandate to allot, issue and deal with the Shares pursuant to the ordinary resolution of the Shareholders at the annual general meeting held on 29 May 2024. As at the Latest Practicable Date, such general mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to exercise all powers of the Company to allot, issue and deal with the Shares not exceeding the aggregate of 20% of the number of the issued Shares as at the date of the passing of the relevant resolution. As at the Latest Practicable Date, the total number of Shares in issue was 500,000,000 Shares. Subject to the passing of the proposed resolution, assuming that there would be no change to the number of issued shares prior to the AGM, the maximum number of new Shares which can be issued under the Issue Mandate will be 100,000,000 Shares, representing 20% of the number of the issued Shares as at the Latest Practicable Date.
Details of the Issue Mandate are set out in the ordinary resolution as referred to in resolution no. 4 of the AGM Notice.
GENERAL MANDATE TO REPURCHASE SHARES
The Directors have been granted a general unconditional mandate to exercise all powers of the Company to purchase Shares pursuant to the ordinary resolution of the Shareholders at the annual general meeting held on 29 May 2024. As at the Latest Practicable Date, such repurchase mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to exercise all powers of the Company to purchase or repurchase the Shares not exceeding the aggregate of 10% of the number of the issued Shares as at the date of the passing of the relevant resolution.
LETTER FROM THE BOARD
An explanatory statement giving the particulars required under the Listing Rules in respect of the Repurchase Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution is set out in Appendix I to this circular.
Details of the Repurchase Mandate are set out in the ordinary resolution as referred to in resolution no. 5 of the AGM Notice.
The Issue Mandate and Repurchase Mandate will remain in effect 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 Articles or any applicable laws to be held; or (iii) the passing of an ordinary resolution of the Shareholders in general meeting revoking or varying such mandate.
As at the Latest Practicable Date, the total number of Shares in issue was 500,000,000. Subject to the passing of the proposed resolution and assuming that there would be no change in the number of the issued Shares prior to the AGM, the maximum number of Shares which can be repurchased by the Company under the Repurchase Mandate would be 50,000,000 Shares, representing 10% of the number of the issued Shares as at the Latest Practicable Date.
EXTENSION OF THE ISSUE MANDATE
In addition, if the Issue Mandate and the Repurchase Mandate are granted, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by the addition to the number of the Shares which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to the Issue Mandate of an amount representing the number of the issued Shares purchased or repurchased by the Company pursuant to the Repurchase Mandate, provided that such number of Shares shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution for approving the Issue Mandate.
Details of the extension of the Issue Mandate are set out in the ordinary resolution as referred to in resolution no. 6 of the AGM Notice.
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LETTER FROM THE BOARD
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to Article 112 of the Articles, any Director appointed by the Board to fill a casual vacancy to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Mr. Leung Ka Tin (“Mr. Leung”) was appointed by the Board on 1 January 2025, and shall retire and, being eligible, will offer himself for re-election as an independent non-executive Director at the AGM.
In accordance with Article 108 of the Articles, at each annual general meeting, one-third of the Directors for the time being shall retire from office by rotation. However, if the number of Directors is not three or a multiple of three, then the number nearest to but not less than one-third shall be the number of retiring Directors. The Directors to retire in each year shall be those who have been in office longest since their last re-election or appointment but, as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. As such, Mr. Kwok Kwan Fai (“Mr. Joe Kwok”) and Ms. Chan Yin Wah (“Mrs. Kwok”) shall retire by rotation and, being eligible, will offer themselves for re-election at the AGM.
Biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
RECOMMENDATION OF THE NOMINATION COMMITTEE ON RE-ELECTION OF DIRECTORS
On 27 March 2025, the nomination committee of the Board (the “Nomination Committee”), having reviewed the composition of the Board, nominated Mr. Joe Kwok, Mrs. Kwok and Mr. Leung to the Board for it to recommend to the Shareholders for re-election at the AGM.
The nominations were made in accordance with the nomination policy and the objective criteria (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company, details of which are set out in the 2024 annual report of the Company.
The Nomination Committee had also taken into account of the respective contributions of Mr. Joe Kwok, Mrs. Kwok and Mr. Leung to the Board and their commitment to their roles as well as their past contributions to the Company and involvement in the Company’s affairs. The Nomination Committee was satisfied with the independence of Mr. Leung having regard to the independence criteria as set out in Rule 3.13 of the Listing Rules.
LETTER FROM THE BOARD
Mr. Leung, who is proposed to be re-elected as an independent non-executive Director, confirmed to the Company that he did not, as at the Latest Practicable Date, hold seven or more directorship in any listed companies. Mr. Leung has confirmed that he (i) meets the independence criteria as set out in Rule 3.13 of the Listing Rules; (ii) does not have any financial or other interest in the business of the Group, nor is connected with any core connected person (as defined in the Listing Rules) of the Company, either currently or historically; and (iii) there are no other factors that may affect his independence at the time of his appointment. The biographical background of Mr. Leung is more particularly set out in Appendix II to this circular.
On 27 March 2025, the Board accepted the Nomination Committee's nominations and recommended Mr. Joe Kwok to stand for re-election as an executive Director, Mrs. Kwok to stand for re-election as a non-executive Director and Mr. Leung to stand for re-election as an independent non-executive Director by Shareholders at the AGM. The Board considers that the re-election of each of Mr. Joe Kwok, Mrs. Kwok and Mr. Leung as Directors is in the best interest of the Company and Shareholders as a whole. Each of Mr. Joe Kwok, Mrs. Kwok and Mr. Leung abstained from the discussion and voting at the Board meeting regarding their respective nominations.
Further information about the Board's composition and diversity (including their gender, age, expertise, skills and qualifications) and Directors' attendance record at Board and Board committee meetings has been disclosed in the corporate governance report of the 2024 annual report of the Company.
RE-APPOINTMENT OF AUDITORS
ZHONGHUI ANDA CPA Limited will retire as the independent auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment. Details of the re-appointment of independent auditor are set out in the ordinary resolution no. 2 of the AGM Notice.
CLOSURE OF REGISTER OF MEMBERS
In order to ascertain the entitlement to attend and to vote at the AGM, the Register of Members will be closed from Friday, 23 May 2025 to Thursday, 29 May 2025 (both dates inclusive), during which period no transfer of the Shares will be effected. In order to be eligible to attend and vote at the AGM, all completed share transfer documents accompanied by the relevant share certificates shall be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Thursday, 22 May 2025.
- 8 -
LETTER FROM THE BOARD
AGM AND PROXY ARRANGEMENT
The notice convening the AGM to be held at Room 1606, 16/F, Block B, New Trade Plaza, 6 On Ping Street, Sha Tin, New Territories, Hong Kong on Thursday, 29 May 2025 at 11:00 a.m. is set out on pages 21 to 25 of this circular. Resolutions will be proposed at the AGM for the purpose of considering and if thought fit, approving the resolutions proposed in the notice of the AGM.
A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to read this circular and complete the accompanying 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, 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 less than 48 hours before the time appointed (i.e. Tuesday, 27 May 2025 at 11:00 a.m.) for holding the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
VOTING AT THE AGM
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results will be made by the Company after the AGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules, on the results of the AGM after being verified by the scrutineer.
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.
- 9 -
LETTER FROM THE BOARD
RECOMMENDATION
The Directors believe that the proposed resolutions as set out in the AGM Notice, including, among other things, the proposed resolutions in relation to the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the re-election of retiring Directors, and the re-appointment of the auditor of the Company are in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
GENERAL INFORMATION
Your attention is also drawn to the information set out in the appendices to this circular.
Yours faithfully,
By order of the Board
KELFRED HOLDINGS LIMITED
Mr. Kwok Kwan Fai
Chairman and Executive Director
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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate.
Neither this explanatory statement nor the proposed share repurchase under the Repurchase Mandate has any unusual features.
- SHARE CAPITAL
As at the Latest Practicable Date, a total of 500,000,000 Shares were in issue. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares.
Assuming that no further Shares are issued or repurchased during the period from the Latest Practicable Date until the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 50,000,000 Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date. The Repurchase Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles, the Companies Law or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.
- REASONS FOR REPURCHASES
The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases, depending on market conditions and funding arrangements at the time, may lead to enhancement of the net asset value of the Company and/or the earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. The number of the Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
The Company intends to cancel the Shares repurchased under the Repurchase Mandate following settlement of any such repurchase.
- 11 -
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
3. SOURCE OF FUNDS AND IMPACT OF REPURCHASES
The Company is empowered by the Articles to repurchase its Shares. In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Listing Rules, the Memorandum and Articles, the applicable laws of Cayman Islands and all other applicable laws, rules and regulations, as the case may be.
The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange in effect from time to time.
Subject to the foregoing, any repurchase of the Shares by the Company may be made out of profits of the Company, out of share premium, or out of the proceeds of a fresh issue of the Shares made for the purpose of the repurchase or, subject to the Companies Act, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be repurchased must be out of profits of the Company, out of the Company's share premium account before or at the time the Shares are repurchased, or subject to the Company Act, out of capital.
As compared with the position disclosed in the audited consolidated financial statements of the Group as at 31 December 2024, the Directors consider that there could be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases under the Repurchase Mandate were to be carried out in full during the proposed purchases period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing position which, in the opinion of the Directors, are from time to time appropriate for a Company.
4. DIRECTORS' UNDERTAKING
The Directors will exercise the power of the Company to make repurchases pursuant to the proposed resolution for the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.
5. INTENTION TO SELL SHARES
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates has any present intention, in the event that the proposed resolution for the Repurchase Mandate is approved by the Shareholders, to sell any of their Shares to the Company pursuant to the Repurchase Mandate.
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell their Shares to the Company or has undertaken not to sell any of their Shares to the Company, in the event that the Company is authorised to make repurchases of the Shares.
6. CONSEQUENCES UNDER THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT
If, as a result of a repurchase of the Shares by the Company pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any such consequence which may arise under the Takeovers Code if the Repurchase Mandate is exercised.
As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:
| Name | Capacity/Nature of interest | Number of Shares held/ interested | As at the Latest Practicable Date | If Repurchase Mandate is exercise in full |
|---|---|---|---|---|
| Conquer Holding Limited | ||||
| ("Conquer") | ||||
| (Note 1) | Beneficial owner | 270,952,000 | 54.19% | 60.21% |
| Mr. Kwok Kwan Fai | ||||
| (Note 1) | Interest in controlled corporation | 270,952,000 | 54.19% | 60.21% |
| Ms. Lee Man Yee Joanna ("Ms. Lee") | ||||
| (Note 2) | Interest of spouse | 270,952,000 | 54.19% | 60.21% |
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
| Name | Capacity/ Nature of interest | Number of Shares held/ interested | As at the Latest Practicable Date | If Repurchase Mandate is exercise in full |
|---|---|---|---|---|
| Mr. Kwok Kwan Yu (“Mr. Ken Kwok”) (Note 1) | Interest in controlled corporation | 270,952,000 | 54.19% | 60.21% |
| Ms. Siu Fong Ting Tammy (“Ms. Siu”) (Note 3) | Interest of spouse | 270,952,000 | 54.19% | 60.21% |
| Ms. Chan Yin Wah (Note 4) | Interest in controlled corporation; interest held jointly with another person | 270,952,000 | 54.19% | 60.21% |
| Mr. Kwok Man Kwan (“Mr. Kwok”) (Note 5) | Interest of spouse | 270,952,000 | 54.19% | 60.21% |
| Mr. Kwok Hon Yim | Beneficial owner | 25,208,000 | 5.04% | 5.61% |
Notes:
(1) Conquer is owned as to 2% by Mrs. Kwok, 49% by Mr. Joe Kwok and 49% by Mr. Ken Kwok. As each of Mr. Joe Kwok and Mr. Ken Kwok hold 49% shareholding interest in Conquer, each of Mr. Joe Kwok and Mr. Ken Kwok is deemed to be interested in the Shares held by Conquer under the SFO.
(2) Ms. Lee is the spouse of Mr. Joe Kwok and is deemed to be interested in all the Shares in which Mr. Joe Kwok is interested for the purposes of the SFO.
(3) Ms. Siu is the spouse of Mr. Ken Kwok and is deemed to be interested in all the Shares in which Mr. Ken Kwok is interested for the purposes of the SFO.
(4) On 3 January 2019, Mr. Kwok, Mrs. Kwok, Mr. Joe Kwok and Mr. Ken Kwok entered into the confirmatory deed to acknowledge and confirm, among other things, that they are parties acting in concert in respect of each of the members of our Group since their respective dates of incorporation and shall continue to do so after the date of the confirmatory deed. Accordingly, Mrs. Kwok, Mr. Joe Kwok, Mr. Ken Kwok and Conquer are considered as a group of Controlling Shareholders and Mrs. Kwok is deemed to be interested in the Shares held by Conquer under the SFO.
(5) Mr. Kwok is the spouse of Mrs. Kwok and is deemed to be interested in all the Shares in which Mrs. Kwok is interested for the purposes of the SFO.
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
In the event that the Directors exercise the proposed Repurchase Mandate in full and assuming that there is no change in the issued share capital of the Company and the number of Shares held by Conquer (which is owned as to 2%, 49%, 49% by Mrs. Kwok, Mr. Joe Kwok and Mr. Ken Kwok, respectively) together with its close associates remain unchanged, the interests of Conquer and its close associates in the issued share capital of the Company would be increased to approximately 60.21% and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
- SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months to the Latest Practicable Date were as follows:
| Price per Share | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| April | 0.435 | 0.370 |
| May | 0.430 | 0.380 |
| June | 0.415 | 0.385 |
| July | 0.415 | 0.310 |
| August | 0.590 | 0.270 |
| September | 0.340 | 0.250 |
| October | 0.285 | 0.240 |
| November | 0.260 | 0.235 |
| December | 0.250 | 0.232 |
| 2025 | ||
| January | 0.305 | 0.240 |
| February | 0.285 | 0.200 |
| March | 0.380 | 0.207 |
| April (up to the Latest Practicable Date) | 0.226 | 0.170 |
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
8. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
The biographical details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:
Save as disclosed herein, to the best knowledge of the Directors having made all reasonable enquiries, each of the following retiring Directors proposed for the re-election:
(a) does not hold any other directorship in listed public companies in Hong Kong or overseas in the last three years;
(b) does not have any interest or short position in any Shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and
(c) does not hold any other positions with the Company or any of its subsidiaries nor does he/her has any other relationship with any Directors, senior management, substantial shareholder or Controlling Shareholder of the Company.
In addition, there are no other matters that need to be brought to the attention of the Shareholders nor is there other information required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules in respect of each of the following retiring Directors proposed to be re-elected at the AGM.
EXECUTIVE DIRECTORS
Mr. Kwok Kwan Fai
Mr. Kwok Kwan Fai (郭君暉) (“Mr. Joe Kwok”), aged 51, is an executive Director and the Chairman of the Board. Mr. Joe Kwok joined the Group in April 1998 and has over 25 years of experience in trading, manufacturing and design of eyewear products. He is primarily responsible for formulating overall business development strategies, overall management and administration and making major business decisions of the Group.
Mr. Joe Kwok obtained his Bachelor’s degree in Business (Accounting) from Monash University in August 1995. Prior to joining the Group, Mr. Joe Kwok worked as an audit trainee in K. L. Wong & Co., which was an accounting firm, from June 1995 to June 1996 and was employed by Manulife (International) Limited from March 1996 to December 1997 as an agent and his last position was unit manager.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Mr. Joe Kwok has been holding directorship in certain subsidiaries of the Company. Mr. Joe Kwok is a director of Conquer Holding Limited (“Conquer”) (a company which was interested in 54.19% shareholding interest of the Company as at the Latest Practicable Date).
Mr. Joe Kwok is the son of Mr. Kwok Mau Kwan (“Mr. Kwok”) and Mrs. Kwok, who are non-executive Directors of the Company, and is the brother of Mr. Kwok Kwan Yu (“Mr. Ken Kwok”), who is an executive Director and the chief executive officer of the Company.
Mr. Joe Kwok has entered into a service agreement with the Company pursuant to which he has agreed to act as an executive Director for a fixed term of three years commencing from 16 July 2019, and shall continue thereafter, subject to termination by either party in accordance with the terms thereof. Subject to annual review by the remuneration committee of the Company and the Board, Mr. Joe Kwok is entitled to an annual remuneration of HK$546,000 and discretionary bonus, which is determined with reference to his qualification, experience, level of responsibilities undertaken and prevailing market conditions. Mr. Joe Kwok is subject to retirement by rotation and re-election at the AGM in accordance with the Articles. As at the Latest Practicable Date, Conquer (which is owned as to 2% by Mrs. Kwok, 49% by Mr. Joe Kwok and 49% by Mr. Ken Kwok) is interested in 270,952,000 Shares of the Company. As Mr. Joe Kwok held 49% shareholding interest in Conquer, Mr. Joe Kwok is deemed to be interested in the Shares held by Conquer under the SFO.
NON-EXECUTIVE DIRECTORS
Mrs. Chan Yin Wah
Mrs. Chan Yin Wah (陳燕華) (“Mrs. Kwok”), aged 74, is a non-executive Director of the Company. She joined the Group in August 1987 and has over 35 years of experience in trading, manufacturing and design of eye wear products. She is primarily responsible for participating in formulating the corporate and business strategies of the Group. Mrs. Kwok completed her secondary education in Hong Kong in July 1967.
Mrs. Kwok is the spouse of Mr. Kwok, a non-executive Director of the Company, mother of Mr. Joe Kwok and Mr. Ken Kwok, both being the executive Directors of the Company.
Mrs. Kwok has entered into a service agreement with the Company pursuant to which she has agreed to act as a non-executive Director for a fixed term of three years commencing from 16 July 2019, and shall continue thereafter, subject to termination by either party in accordance with the terms thereof. Subject to annual review by the remuneration committee of the Company and the Board, Mrs. Kwok is entitled to an annual remuneration of HK$168,000 and discretionary bonus,
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
which is determined with reference to her qualification, experience, level of responsibilities undertaken and prevailing market conditions. Mrs. Kwok is subject to retirement by rotation and re-election at the AGM in accordance with the Articles. As at the Latest Practicable Date, Conquer (which is owned as to 2% by Mrs. Kwok, 49% by Mr. Joe Kwok and 49% by Mr. Ken Kwok) is interested in 270,952,000 Shares of the Company. On 3 January 2019, Mr. Kwok, Mrs. Kwok, Mr. Joe Kwok and Mr. Ken Kwok entered into the confirmatory deed to acknowledge and confirm, among other things, that they are parties acting in concert in respect of each of the members of our Group since their respective dates of incorporation and shall continue to do so after the date of the confirmatory deed. Accordingly, Mrs. Kwok, Mr. Joe Kwok, Mr. Ken Kwok and Conquer are considered as a group of Controlling Shareholders and Mrs. Kwok is deemed to be interested in the Shares held by Conquer under the SFO.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Leung Ka Tin
Mr. Leung Ka Tin (梁家翮) (“Mr. Leung”), aged 71, was appointed as an independent non-executive Director of the Company on 1 January 2025. He is the chairman of the remuneration committee of the Company, and a member of the audit committee, nomination committee and risk management committee of the Company. Mr. Leung has over 36 years of experience in banking, treasury operation, project finance, telecommunication, corporate finance, logistics, manufacturing and human resources management. Mr. Leung holds a Diploma in Management Studies.
Mr. Leung was a member of the senior management teams in various financial institutions, including FPB Asia Limited, Nedcor (Asia) Limited, BfG: Finance Asia Limited, and Delta Asia Financial Group, as well as of companies in the logistics and telecommunication sectors, including EAS Da Tong Group and Trident Telecom Ventures Limited. Mr. Leung’s extensive experience covers both professional management and entrepreneurship. From March 2010 to February 2012, Mr. Leung worked as a Project Director for SSC Mandarin Group Limited, a corporate financial advisory firm. From January 2012 to May 2013, Mr. Leung was a consultant for Chun On Management Limited, and in September 2012 became a consultant for Galaxy Master Fund SPC.
Mr. Leung is currently an independent non-executive director of Gilston Group Limited (formerly known as China Apex Group Limited), a company listed on the Main Board of the Stock Exchange (stock code: 2011) since February 2016. Mr. Leung worked as an independent non-executive director for a number of companies listed on the Stock Exchange: Narnia (Hong Kong) Group Company Limited (stock code: 8607) from January 2019 to September 2019; Rentian Technology Holdings Limited (stock code: 885) from May 2019 to March 2020; Evershine Group Holdings Limited (stock code: 8022) from January 2021 to March 2021; PanAsialum Holdings
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AT THE AGM
Company Limited (stock code: 2078) from February 2017 to March 2023 and Ruixin International Holdings Limited (stoke code: 724) from November 2022 to October 2024. Mr. Leung was also an executive director of National Agricultural Holdings Limited (stock code: 1236) from 4 October 2019 to 21 October 2019.
Mr. Leung has entered into a letter of appointment with the Company pursuant to which he has agreed to act as an independent non-executive Director for a fixed term of three years commencing from 1 January 2025 and shall continue thereafter, subject to termination by either party in accordance with the terms thereof. Mr. Leung is entitled to an annual director’s fee of HK$180,000, which is determined on the recommendation of the remuneration committee of the Company with reference to his qualification, experience, level of responsibilities undertaken and prevailing market conditions. As at the Latest Practicable Date, Mr. Leung holds 5,000,000 Shares of the Company, representing 1% of the issued share capital of the Company.
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NOTICE OF ANNUAL GENERAL MEETING
KELFRED HOLDINGS LIMITED
恒發光學控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1134)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Kelfred Holdings Limited (the “Company”) will be held at Room 1606, 16/F, Block B, New Trade Plaza, 6 On Ping Street, Sha Tin, New Territories, Hong Kong on Thursday, 29 May 2025 at 11:00 a.m. for the following purposes:
The capitalised terms used herein shall have the same meaning ascribed to them in the circular of the Company dated 29 April 2025.
ORDINARY RESOLUTIONS
As ordinary business to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:
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To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and independent auditor of the Company and its subsidiaries for the year ended 31 December 2024.
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To re-appoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and to authorise the Board of the Company to fix their remuneration.
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(a) To re-elect Mr. Kwok Kwan Fai as an executive director of the Company and authorise the Board of the Company to fix his remuneration.
(b) To re-elect Ms. Chan Yin Wah as a non-executive director of the Company and authorise the Board of the Company to fix her remuneration.
(c) To re-elect Mr. Leung Ka Tin as an independent non-executive director of the Company and authorise the Board of the Company to fix his remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
4. "THAT:
(a) a general unconditional mandate be and is hereby given to the Directors to exercise all powers of the Company to allot, issue and deal with shares of the Company or securities convertible into such shares or options, warrants or similar rights to subscribe for any such shares or such convertible securities (including the power to make or grant any offers, agreements or options (including bonds, warrants and debentures convertible into Shares of the Company) and rights of exchange or conversion which would or might require the exercise of all such powers) subject to a restriction that the aggregate number of securities allotted or agreed to be allotted, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company (the "Articles");
(iii) the exercise of options granted under any share option scheme or other similar arrangement adopted by the Company for the grant or issue to the employees, officers, directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company;
(iv) the exercise of any right of subscription or conversion under the terms of any bonds, warrants or debentures which may be issued by the Company or any securities which are convertible into shares of the Company; or
(v) a specific authority granted by the Shareholders in general meeting,
shall not exceed 20% of the number of the issued shares of the Company as at the date of the passing of this resolution;
(b) the aforesaid mandate shall authorise the directors of the Company to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the end of period mentioned in paragraph (c) below.
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NOTICE OF ANNUAL GENERAL MEETING
(c) the aforesaid mandate shall remain in effect until (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 or any applicable laws to be held; or (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first; and
(d) for the purpose of this resolution, “Right Issue” means an offer of shares of the Company or offer or issue of warrants or options or other securities giving rights to subscribe for the shares of the Company open for a period fixed by the Directors to holders of shares of the Company 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 legal or practical problems, 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) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.”
- “THAT:
(a) a general unconditional mandate be and is hereby given to the Directors authorising them to exercise all the powers of the Company to purchase or repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of the Securities on the Main Board of the Stock Exchange or of any other stock exchange as amended from time to time, shares of the Company not exceeding 10% of the number of the issued shares of the Company as at the date of the passing of this resolution; and
(b) the aforesaid mandate shall remain in effect until (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 or any applicable laws to be held; or (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first.
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT:
conditional upon the ordinary resolutions numbered 4 and numbered 5 as set out in the notice convening the AGM being duly passed (with or without amendments), the general unconditional mandate granted to the Directors to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the resolution set out in the said resolution numbered 4 be and is hereby extended by the addition to the number of shares of the Company which may be issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the Directors pursuant to such general mandate of an amount representing the number of issued shares of the Company purchased or repurchased by the Company pursuant to the general mandate referred to in the said resolution numbered 5, provided that such amount shall not exceed 10% of the aggregate number of the issued shares of the Company at the date of passing of the said resolutions."
By Order of the Board
KELFRED HOLDINGS LIMITED
Mr. Kwok Kwan Fai
Chairman and Executive Director
Hong Kong, 29 April 2025
Notes:
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A member of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote in his/her stead. A member who is the holder of two or more shares of the Company may appoint more than one proxy. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and voting in person should he/she so wish. In such event, his/her form of proxy will be deemed to be revoked.
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A form of proxy for the AGM is enclosed. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, shall be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed (i.e. Tuesday, 27 May 2025 at 11:00 a.m.) for holding the AGM or any adjourned meeting.
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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 as if he/she 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 shall alone be entitled to vote in respect thereof.
NOTICE OF ANNUAL GENERAL MEETING
To ascertain the members' entitlement to attend and vote at the AGM, the register of members will be closed from Friday, 23 May 2025 to Thursday, 29 May 2025, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to be eligible to attend and vote at the meeting, all completed share transfer documents, accompanied by the relevant share certificates, shall be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 22 May 2025.
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An explanatory statement containing further details regarding resolution numbered 5 above is set out in Appendix I to this circular of which this notice of AGM forms part.
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Details of the retiring directors proposed to be re-elected as Directors are set out in Appendix II to this circular.
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Members of the Company or their proxies shall produce documents of their proof of identity when attending the AGM.
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If Typhoon signal number 8 or above, or "extreme conditions" caused by super typhoons or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the website of Company at www.kelfred.com.hk and on the HKEXnews website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
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