Kin Shing Holdings Limited — Proxy Solicitation & Information Statement 2025

Jul 17, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

Kin Shing Holdings Limited
建成控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1630)

NOTICE OF 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (“2025 AGM”) of Kin Shing Holdings Limited 建成控股有限公司 (the “Company”) will be held at 16/F., Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 15 August 2025 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. to adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (“Directors”) of the Company and the Company’s Auditors for the year ended 31 March 2025.

2. to consider and approve, each as a separate resolution, if thought fit, the following resolutions:

(a) to re-elect Mr. Leung Chi Kit as Executive Director.
(b) to re-elect Ms. Tso Yuk Ching as Executive Director.
(c) to re-elect Mr. Chow Dik Cheung as Executive Director.
(d) to re-elect Mr. Chan Sik Mau as Executive Director.
(e) to re-elect Mr. Wong Yuk Lun, Alan as Independent Non-executive Director.
(f) to re-elect Mr. Lam Wai Hung as Independent Non-executive Director.
(g) to re-elect Mr. Lam Kai Yeung as Independent Non-executive Director.
(h) to authorise the Board of Directors to fix the Directors’ remuneration.

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1. to re-appoint HLB Hodgson Impey Cheng Limited as the Company's Auditors and to authorise the Board of Directors to fix their remuneration.

2. To consider and, if thought fit, pass the following resolution (with or without amendments) as ordinary resolution:

THAT:

(a) subject to the following provisions of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the "Shares"), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (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; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company ("Articles"), shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

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

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(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company (“Shareholders”) in general meeting.

“Rights Issue” means an offer of Shares open for a period fixed by the Directors of the Company to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).

1. To consider and, if thought fit, pass the following resolution (with or without amendments) as ordinary resolution:

“THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

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

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

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1. To consider and, if thought fit, pass the following resolution (with or without amendments) a ordinary resolution:

“THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution.”

By order of the Board
Kin Shing Holdings Limited
Leung Chi Kit
Chairman and Executive Director

Hong Kong, 17 July 2025

Notes:

1. The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be Friday, 15 August 2025. For the purpose of determining the identity of the shareholders entitled to attend and vote at the 2025 AGM, the register of members of the Company will be closed from Tuesday, 12 August 2025 to Friday, 15 August 2025, both dates inclusive, during which period no transfer of shares will be effected. All completed transfers forms accompanied by the relevant certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, 17/F, Far East Finance centre, 16 Harcourt Road, Hong Kong. All completed transfers forms must be lodged no later than 4:30 p.m. on Monday, 11 August 2025.

2. Any member of the Company entitled to attend and vote at the meeting convened by this notice shall be entitled to appoint proxy to attend and vote in his/her stead in accordance with the Articles of Association of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting. A proxy need not be a member of the Company but must be present in person to represent the member.

3. 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 certified copy thereof, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited not less than 48 hours (i.e. 10:30 a.m. on Wednesday, 13 August 2025) before the time appointed for holding the 2025 AGM. Completion and return of the form of proxy will not preclude members from attending and voting in person at the 2025 AGM or any adjournment thereof should they so wish.

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1. With respect to resolution no. 2 of this notice, Mr. Leung Chi Kit, Ms. Tso Yuk Ching, Mr. Chow Dik Cheung, Mr. Chan Sik Mau, Mr. Wong Yuk Lun, Alan, Mr. Lam Wai Hung and Mr. Lam Kai Yeung will retire and, being eligible, offer themselves for re-election at the 2025 AGM pursuant to articles 108 of the Company’s Articles. Details of the retiring Directors which are required to be disclosed under the Listing Rules are set out in Appendix II of the circular.

2. If Typhoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal or “extreme conditions” caused by super typhoons is expected to be in force at any time between 9:00 a.m. and 12:00 noon on the day of the 2025 AGM, then the 2025 AGM will be postponed and the Shareholders will be informed of the date, time and venue of the postponed meeting by a supplementary notice, posted on the Company’s website (www.kinshingholdings.com.hk) and the website of the HKEx (www.hkexnews.hk).

If Typhoon Signal No. 8 or above or a Black Rainstorm Warning Signal or “extreme conditions” caused by super typhoons is cancelled at or before 8:00 a.m. on the day of the 2025 AGM, and where conditions permit, the 2025 AGM will be held as scheduled.

The 2025 AGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.

Shareholders should decide on their own whether they would attend the 2025 AGM under bad weather conditions bearing in mind their own situations and, if they do so, they are advised to exercise care and caution.

1. As at the date of this notice, the Board comprises (i) four Executive Directors, namely Mr. Leung Chi Kit, Ms. Tso Yuk Ching, Mr. Chow Dik Cheung and Mr. Chan Sik Mau and (ii) three Independent Non-executive Directors, namely Mr. Wong Yuk Lun, Alan, Mr. Lam Wai Hung and Mr. Lam Kai Yeung.

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