Kingwell Group Limited — Proxy Solicitation & Information Statement 2024

Oct 28, 2024

IMPORTANT

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kingwell Group Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular and the accompanying proxy form, make no representation as to their 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 and the accompanying proxy form.

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KINGWELL GROUP LIMITED 京維集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1195)

GENERAL MANDATE TO ISSUE SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

Resolutions will be proposed at the annual general meeting (the “AGM”) of the Company to be held at Event Room 1, LG/F, New World Millennium Hong Kong Hotel, 72 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 18 December 2024 at 11:00 a.m. to approve the matters referred to in this circular. If you are unable to attend the AGM in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

29 October 2024

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Voting by way of Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		AGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meaning:

“2024 Annual Report” the audited consolidated financial statements and the reports of the Directors and auditor of the Company for the year ended 30 June 2024;

“AGM” the annual general meeting of the Company to be held at Event Room 1, LG/F, New World Millennium Hong Kong Hotel, 72 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 18 December 2024 at 11:00 a.m. at which the 2024 Annual Report will be adopted; “Articles of Association” the articles of association of the Company; “Board” the board of Directors; “Company” Kingwell Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange; “Director(s)” director(s) of the Company; “Group” the Company and its subsidiaries from time to time; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Issue Mandate” the general mandate to allot, issue and deal with Shares not exceeding 20% of the issued shares of the Company as at the date of passing of the relevant ordinary resolution; “Latest Practicable Date” 17 October 2024, being the latest practicable date prior to the printing of this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “PRC” The People’s Republic of China and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

– 1 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); “Share(s)” ordinary shares of HK$0.10 each in the share capital of the Company; “Shareholder(s)” holder(s) of Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “%” per cent.

– 2 –

LETTER FROM THE BOARD

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KINGWELL GROUP LIMITED 京維集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1195)

Executive Directors:

Mr. Mao Yangguang (Chairman and Chief Executive Officer) Mr. Du Yun

Independent Non-executive Directors:

Mr. Cheung Chuen Mr. Ling Aiwen Ms. Ng Ching Yee

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Office in Hong Kong: Units 314-315, 3/F Wing On Plaza 62 Mody Road Tsim Sha Tsui East Kowloon

29 October 2024

To the Shareholders

Dear Sirs or Madams,

GENERAL MANDATE TO ISSUE SHARES; RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the AGM, resolutions will be proposed to approve (i) the granting of the Issue Mandate; and (ii) the re-election of the retiring Directors.

This circular contains all the information reasonably necessary to enable the Shareholders to make informed decisions on whether to vote for or against the resolutions approving the Company to issue Shares and to re-elect the retiring Directors.

– 3 –

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 20 December 2023, an ordinary resolution was passed by the Shareholders on granting the existing Issue Mandate to the Directors.

An ordinary resolution will be proposed at the AGM to revoke the existing Issue Mandate and to grant to the Directors a fresh Issue Mandate, i.e. a general and unconditional mandate to allot, issue and deal with, otherwise by way of rights issue or any option scheme or similar arrangements for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares in the Company or any shares of the Company issued as scrip dividends pursuant to the memorandum and articles of association of the Company, additional Shares with an aggregate value not exceeding 20% of the total number of issued shares of the Company at the date of the passing of such resolution. Based on 2,894,091,737 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the date of the AGM, the Directors will be able to allot, issue and deal with 578,818,347 Shares if the fresh Issue Mandate is granted at the AGM, which will remain in effect until 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 to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

3. RE-ELECTION OF RETIRING DIRECTORS

In relation to ordinary resolution number 2 set out in the notice of the AGM regarding the re-election of retiring Directors, (1) Ms. Ng Ching Yee shall retire as Director at the AGM pursuant to article 86(3) of the Articles of Association, and being eligible, will offer herself for re-election; and (2) Mr. Du Yun and Mr. Ling Aiwen shall retire as Directors by rotation at the AGM pursuant to article 87(1) of the Articles of Association, and, being eligible, will offer themselves for re-election.

Mr. Du Yun (“Mr. Du”) , aged 51, is an executive Director since June 2020. He was the Guangzhou Region Deputy General Manager of the Yango Group Limited from January 2018 to 2021. He was the associate dean of the Guangdong Provincial Academy of Building Research College from July 2011 to January 2018. He was the director of the Guangzhou City Urban and Rural Construction Committee Highway Department from October 2010 to July 2011. He was the director of the Guangzhou City Municipal Garden Technology Department from February 2009 to October 2010. Mr. Du has over 29 years of experience working experience in both government and private sector in PRC. Mr. Du obtained a Doctor of Geotechnical Engineering degree from the China University of Mining and Technology in 2001. Mr. Du also is a senior engineer. Mr. Du was appointed as an executive Director on 19 June 2020.

He is interested in 838,327,869 Shares under controlled corporation, Union Day Group Limited, which is 40% beneficially owned by Mr. Du. So Mr. Du is deemed to have 838,327,869 (28.97%) interest in the Shares of the Company within the meaning of Part XV of the SFO.

– 4 –

LETTER FROM THE BOARD

Mr. Du has entered into a service contract with the Company for a term of one year commencing from 19 June 2020 and his appointment will continue thereafter until terminated by six months’ notice in writing served by either party on the other. Mr. Du is subject to retirement by rotation and offers himself for re-election in accordance with the Articles of Association. Mr. Du will not receive any director fee but he may receive the monthly allowance HK$15,000 and the year-end discretionary bonus depending on performance of his duties and responsibilities with the Company. The package is determined by the remuneration committee of the Company with reference to the prevailing market rate as well as the duties and responsibilities to be undertaken by him as director of the Company.

As at the Latest Practicable Date, save as disclosed above, Mr. Du (i) did not hold other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and has not held other major or professional appointments or any other positions in the Company or its subsidiaries; (ii) does not have any other interests in the shares, underlying shares and debentures of the Company within the meaning of Part XV of the SFO; and (iii) does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Ling Aiwen (“Mr. Ling”) , aged 45, is an independent non-executive Director since July 2015. He is the executive general manager and A-share sponsor representative of the Jiuzhou Securities Company since March 2015. He was the executive director of the Goldman Sachs (Asia) & Goldman Sachs Gaohua Securities Company from 2011 to 2014. Mr. Ling has working experience in various securities firms in PRC, and has over 22 years of experience in the investment banking field. Mr. Ling graduated from the University of Science and Technology of China with Dual Bachelors’ Degree in Management Science & Engineering, and in Computer Science. Mr. Ling also holds a Master’s degree in Management Science from the Peking University. Mr. Ling was appointed as an independent nonexecutive Director of the Company on 31 July 2015. Mr. Ling is also the chairman of each of the audit committee and remuneration committee of the Company and a member of each of the nomination committee and corporate governance committee of the Company.

Mr. Ling has entered into an appointment letter with the Company for a term of one year commencing from 31 July 2024 and is subject to retirement by rotation and offers himself for reelection in accordance with the Articles of Association. Mr. Ling is entitled to a director’s remuneration of HK$120,000 per annum, which is determined based on the prevailing market rate, without any bonus payment.

As at the Latest Practicable Date, save as disclosed above, Mr. Ling (i) did not hold other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and has not held other major or professional appointments or any other positions in the Company or its subsidiaries; (ii) does not have any other interests in the shares, underlying shares and debentures of the Company within the meaning of Part XV of the SFO; and (iii) does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

– 5 –

LETTER FROM THE BOARD

Mr. Ling, being independent non-executive Director of the Company eligible for re-election at the AGM, has made a confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. Pursuant to Rule 3.13 of the Listing Rules, Mr. Ling (i) did not hold any issued shares of the Company; (ii) had not received an interest in any securities of the Company as a gift, or by means of other financial assistance, from a core connected person or the Company; (iii) did not hold any directorships of the Company’s subsidiaries or core connected persons or controlling shareholders; (iv) did not have a material interest in any principal business activity of or is or was involved in any material business dealings with the Company, its holding company or their respective subsidiaries or with any core connected persons of the Company; (v) is not on the Board specifically to protect the interests of an entity whose interests are not the same as those of the shareholders as a whole; (vi) is not or was not connected with a director, the chief executive or a substantial shareholder of the Company within two years immediately prior to the date of his proposed appointment; (vii) is not, or has not at any time during the two years immediately prior to the date of his proposed appointment been, an executive or director (other than an independent non-executive director) of the Company, of its holding company or of any of their respective subsidiaries or of any core connected persons of the Company; and (viii) is not financially dependent on the Company, its holding company or any of their respective subsidiaries or core connected persons of the Company.

Mr. Ling has served the Company for more than nine years. During his years of appointment, Mr. Ling showed his independence that he proposed valuable suggestion or reverse advice base on his knowledges and experiences to the Board. Mr. Ling has demonstrated his ability to provide an independent view to the Company’s matters. The nomination committee of the Company (the “Nomination Committee”) considered that his long service would not affect his exercise of independent judgment and was satisfied that Mr. Ling has the required integrity and experience to continue fulfilling the role of independent non-executive Director.

Taking into consideration of the above, the Board is of the view that Mr. Ling remains independent notwithstanding the length of his service and should be re-elected at the AGM. Furthermore, the Company is of the view that Mr. Ling is independent in accordance with the independence guidelines and considers that he should be re-elected at the AGM. In accordance with the corporate governance code as set out in the Listing Rules, the re-election of Mr. Ling will be subject to a separate resolution to be approved at the AGM.

Ms. Ng Ching Yee (“Ms. Ng”) , aged 62, is an independent non-executive Director of the Company since 1 February 2024. She is the Director and Deputy General Manager of the Sino United Publishing (Holdings) Limited since May 2009. She has over 46 years of experience in the publishing field. Ms. Ng graduated from the University of South Australia in Business Administration. Ms. Ng was appointed as an independent non-executive Director of the Company on 1 February 2024. Ms. Ng is also a member of each of the audit committee and the nomination committee of the Company and the Chairman of corporate governance committee of the Company.

Ms. Ng has entered into an appointment letter with the Company for a term of one year commencing from 1 February 2024 and is subject to retirement by rotation and offers herself for re-election in accordance with the Articles of Association. Ms. Ng is entitled to a director’s remuneration of HK$120,000 per annum, which is determined based on the prevailing market rate, without any bonus payment.

– 6 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, save as disclosed above, Ms. Ng (i) did not hold other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and has not held other major or professional appointments or any other positions in the Company or its subsidiaries; (ii) does not have any other interests in the shares, underlying shares and debentures of the Company within the meaning of Part XV of the SFO; and (iii) does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there are no other matters in relation to the re-election of Mr. Du Yun, Mr. Ling Aiwen and Ms. Ng Ching Yee that need to be brought to the attention of the Stock Exchange or the Shareholders. There is no information relating to all the retiring Directors that is required to be disclosed.

In accordance with the nomination policy of the Company and the objective criteria (including without limitation, gender, age, ethnicity, cultural and educational background, professional experiences and knowledge) with due regard for the benefits of diversity, as set out under the board diversity policy of the Company, the Nomination Committee has reviewed the re-election of the Directors through:

• (a) evaluating the performance and contribution of the retiring Directors during the last financial year of the Company and the period thereafter up to the date of evaluation; and

• (b) assessing the independence of the independent non-executive Directors, being Mr. Cheung Chuen, Mr. Ling Aiwen and Ms. Ng Ching Yee, and considered whether they remained independent and suitable to continue to act in such roles.

After due evaluation and assessment, the Nomination Committee is of the opinion that:

• (a) the performance of the retiring Directors was satisfactory and contributed effectively to the operation of the Board; and

• (b) based on the information available to the Nomination Committee and the annual written independence confirmation received from the independent non-executive Directors, the Nomination Committee was satisfied that Mr. Cheung Chuen, Mr. Ling Aiwen and Ms. Ng Ching Yee:

• i. fulfill the requirements of an independent non-executive Director as stipulated under Rule 3.13 of the Listing Rules; and

• ii. are the persons of integrity and independent in character and judgement.

Accordingly, the Nomination Committee recommended to the Board, and the Board has considered the re-election of Mr. Du Yun as executive Director and Mr. Ling Aiwen and Ms. Ng Ching Yee as independent non-executive Directors, is in the best interests of the Company and the Shareholders as a whole and has resolved to propose to re-elect each of the retiring Directors at the AGM.

– 7 –

LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages AGM-1 to AGM-3 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate and the re-election of retiring Directors.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk). In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited at the Company’s Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and return of the form of proxy will not preclude any Shareholder from attending and voting at the meeting or any adjournment thereof if so wished.

5. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of Shareholders at general meetings 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. The chairman of the AGM will therefore demand a poll for every resolution put to the vote of the AGM pursuant to article 66 of the Articles of Association. The results of poll will be published on the websites of the Stock Exchange and the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed, for the purpose of determining the identity of members who are entitled to attend and vote at the AGM, from 12 December 2024 to 18 December 2024, both days inclusive, during which period no transfers of shares will be effected. In order to be eligible to attend and vote at the AGM, all properly completed and duly stamped transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on 11 December 2024.

7. RECOMMENDATION

The Directors consider that the Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM on pages AGM-1 to AGM-3 of this circular.

Yours faithfully, For and on behalf of Kingwell Group Limited Mao Yangguang Chairman

• for identification purpose only

– 8 –

NOTICE OF ANNUAL GENERAL MEETING

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KINGWELL GROUP LIMITED 京維集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1195)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Kingwell Group Limited (the “Company”) will be held at Event Room 1, LG/F, New World Millennium Hong Kong Hotel, 72 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 18 December 2024 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. to receive and consider the audited consolidated financial statements and the reports of the directors and the auditor for the year ended 30 June 2024;

2. to re-elect the retiring directors and to authorise the board of directors to fix their remuneration;

3. to re-appoint Ernst & Young as auditor of the Company and to authorise the board of directors to fix their remuneration; and

4. as special businesses, to consider, and if thought fit, pass the following ordinary resolutions:

“ THAT

• (a) subject to paragraph (c) below, 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 and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

– AGM - 1 –

NOTICE OF ANNUAL GENERAL MEETING

(c) the total number of issued shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of the subscription rights or conversion under the terms of any warrants or other securities issued by the Company as at the date of this resolution carrying a right to subscribe for or purchase Shares or otherwise convertible into Shares, or (iii) the exercise of the subscription rights under the share option scheme of the Company, or (iv) any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum and articles of association of the Company, from time to time shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the 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 required by the Articles of Association or any applicable laws of the Cayman Islands to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of Shares or an offer of warrants, options or other securities giving right to subscribe for Shares, open for a period fixed by the directors of the Company to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong applicable to the Company).”

– AGM - 2 –

NOTICE OF ANNUAL GENERAL MEETING

The register of members of the Company will be closed from 12 December 2024 to 18 December 2024, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the forthcoming annual general meeting, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 11 December 2024.

Yours faithfully, For and on behalf of Kingwell Group Limited Mao Yangguang Chairman

Hong Kong, 29 October 2024

Notes:

• (1) A shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and vote in his stead. A shareholder of the Company entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company. In order to be valid, the form of proxy must be completed and deposited at the Company’s Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, not less than 48 hours before the time for holding the meeting or any adjournment thereof. The completion and return of the form of proxy will not preclude any shareholder from attending and voting at the meeting or any adjournment thereof if so wished.

• (2) Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting or any adjournment thereof.

– AGM - 3 –