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KLN Logistics Group Limited Proxy Solicitation & Information Statement 2025
49356_rns_2025-04-28_1529b890-0d04-4032-b6da-db9f648a9f52.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer 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 KLN Logistics Group Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
KLN Logistics Group Limited
(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability)
Stock Code 636
PROPOSALS FOR
GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
Resolutions will be proposed at the Annual General Meeting of KLN Logistics Group Limited to be held as a hybrid meeting at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong with online access via the eVoting Portal on Monday, 26 May 2025 at 2:30 p.m. to approve the matters referred to in this circular.
The notice convening the Annual General Meeting together with the form of proxy for use at the Annual General Meeting are enclosed with this circular. Whether or not you are able to attend the meeting physically or via the eVoting Portal, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or submit it via the designated URL (https://evoting.vistra.com/#/636) by using the log-in username and password provided on the notification letter sent by the Company, not less than 48 hours before the time appointed for holding the Annual General Meeting, i.e. by no later than 2:30 p.m. on Saturday, 24 May 2025. Completion and return of the form of proxy shall not preclude you from attending and voting physically at the Principal Meeting Place or electronically via the eVoting Portal at the Annual General Meeting or any adjourned meeting thereof should you so desire.
29 April 2025
CONTENTS
Page
Definitions 1
Special Arrangements for the Annual General Meeting 4
Letter from the Board
- Introduction 6
- General Mandate to Repurchase Shares 7
- General Mandate to Issue New Shares 7
- Re-election of Directors 7
- Directors' Fees 8
- Final Dividend 8
- Voting by Poll 8
- Annual General Meeting 9
- Recommendation 9
- Responsibility Statement 9
Appendix I - Details of Directors 10
Appendix II - Explanatory Statement on Share Repurchase Mandate 14
Notice of Annual General Meeting 17
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"Annual General Meeting"
the annual general meeting of the Company to be held as a hybrid meeting at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong with online access via the eVoting Portal on Monday, 26 May 2025 at 2:30 p.m., or where the context so admits, any adjournment thereof
"Audit and Compliance Committee"
the audit and compliance committee of the Company
"Board"
the board of Directors
"Bye-laws"
the Amended and Restated Bye-laws of the Company, adopted by a special resolution passed on 23 May 2022 and as further amended by a special resolution passed on 28 March 2025, as amended from time to time
"CCASS"
the Central Clearing and Settlement System
"Company"
KLN Logistics Group Limited (formerly Kerry Logistics Network Limited), incorporated in the British Virgin Islands and continued into Bermuda to become an exempted company with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 636)
"Controlling Shareholder(s)"
shall have the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"eVoting Portal"
electronic platform for the registered Shareholders, proxies and corporate representatives attending the Annual General Meeting via internet
"Executive Director(s)"
the executive director(s) of the Company
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
Hong Kong Special Administrative Region of the PRC
– 1 –
DEFINITIONS
"Independent Non-executive Director(s)"
the independent non-executive director(s) of the Company
"KGL"
Kerry Group Limited, one of the Controlling Shareholders of the Company
"Latest Practicable Date"
9 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Mainland of China"
the PRC, and for the purpose of this circular only, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
"Memorandum"
the Amended and Restated Memorandum of Continuance of the Company, adopted by a special resolution passed on 28 March 2025, as amended from time to time
"Nomination Committee"
the nomination committee of the Company
"Non-executive Director(s)"
the non-executive director(s) of the Company
"PRC"
the People's Republic of China
"Principal Meeting Place"
Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong
"Remuneration Committee"
the remuneration committee of the Company
"S.F. Holding"
S.F. Holding Co., Ltd., a joint stock company established in the PRC with limited liability, the domestics ordinary shares of which are listed on the Shenzhen Stock Exchange (stock code: 002352.SZ) and the overseas listed foreign ordinary shares of which are listed on the Main Board of the Stock Exchange (stock code: 06936), and one of the Controlling Shareholders of the Company
"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time
- 2 -
DEFINITIONS
"Share(s)"
share(s) of nominal value of HK$0.50 each of the Company, or, if there has been a subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary share capital of the Company
"Share Award Scheme"
share award scheme of the Company
"Share Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase Shares at any time until the next annual general meeting of the Company or such earlier period as stated in the Share Repurchase Resolution
"Share Repurchase Resolution"
the proposed ordinary resolution referred to in item 9B of the notice of the Annual General Meeting
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"subsidiary" or "subsidiaries"
shall have the meaning ascribed to it under the Listing Rules
"Substantial Shareholder(s)"
shall have the meaning ascribed to it under the Listing Rules
"Takeovers Code"
the Code on Takeovers and Mergers, approved by the Securities and Futures Commission, as amended from time to time
"Treasury Share(s)"
shall have the meaning ascribed to it under the Listing Rules
- 3 -
SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
The Annual General Meeting will be a hybrid meeting. All registered Shareholders have the option of attending, participating and voting at the Annual General Meeting physically at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong (i.e. the Principal Meeting Place) or electronically via the eVoting Portal.
Through the eVoting Portal, registered Shareholders will be able to view the live video broadcast of the Annual General Meeting and participate in voting and submit questions online. The eVoting Portal can be accessed from any location with access to the internet via any smartphone, tablet device or computer.
ATTENDANCE AT THE ANNUAL GENERAL MEETING
The Company reminds Shareholders that physical attendance at the Annual General Meeting is not necessary for the purpose of exercising their voting rights, and recommends Shareholders to vote via the eVoting Portal where applicable or by appointing the Chairman of the Annual General Meeting as their proxy and submit their proxy form as early as possible and in any event no later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.
HOW TO ATTEND AND VOTE VIA THE EVOTING PORTAL
Shareholders attending and participating in the Annual General Meeting electronically will also be counted towards the quorum and they will be able to cast their votes and submit questions through the eVoting Portal. Shareholders who wish to attend the Annual General Meeting and exercise their voting rights electronically can do one of the following:
(1) attend the Annual General Meeting via the eVoting Portal which enables live streaming and interactive platform for submitting questions and voting online; or
(2) appoint the chairman of the Annual General Meeting or other person(s) as your proxy(ies) by providing their email address(es) for receiving the designated log-in username and password to attend and vote on your behalf via the eVoting Portal.
Your proxy's authority and instruction will be revoked if you attend and vote physically at the Principal Meeting Place or via the eVoting Portal at the Annual General Meeting.
Login details and information will be included in our letters to registered Shareholders regarding the eVoting Portal which will be despatched on 29 April 2025. If you are a non-registered Shareholder, you may consult directly with your banks, brokers, custodians or Hong Kong Securities Clearing Company Limited (as the case may be) for necessary arrangement to attend and vote via the eVoting Portal at the Annual General Meeting if you wish.
- 4 -
SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
If you have any questions relating to the Annual General Meeting, please contact the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, as follows:
Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email: [email protected]
Telephone: (852) 2980 1333 during business hours from 9:00 a.m. to 6:00 p.m., Monday to Friday, excluding Hong Kong public holidays
- 5 -
LETTER FROM THE BOARD
KLN Logistics Group Limited
(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability)
Stock Code 636
Chairman, Non-executive Director:
Mr WANG Wei
Vice Chairman, Non-executive Director:
Mr KUOK Khoon Hua
Executive Directors:
Mr CHEUNG Ping Chuen Vicky (Chief Executive Officer)
Mr CHENG Chi Wai
Mr HO Chit
Non-executive Directors:
Ms CHEN Keren
Ms OOI Bee Ti
Independent Non-executive Directors:
Dr CHEUNG Wai Man
Mr LAI Sau Cheong Simon
Mr TAN Chuen Yan Paul
Ms WONG Yu Pok Marina
Registered Office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Corporate Headquarters and Principal Place of Business in Hong Kong:
16/F, Kerry Cargo Centre
55 Wing Kei Road
Kwai Chung
New Territories
Hong Kong
29 April 2025
To the Shareholders
Dear Sir or Madam
PROPOSALS FOR
GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with information relating to, inter alia, the proposed renewal of the Share Repurchase Mandate, the proposed re-election of Directors who are going to retire and offer themselves for re-election at the Annual General Meeting and the proposed Directors' fees, and to give you the notice of the Annual General Meeting.
LETTER FROM THE BOARD
2. GENERAL MANDATE TO REPURCHASE SHARES
An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10 per cent. of the number of issued Shares of the Company (excluding any Treasury Shares) as at the date of passing of the Share Repurchase Resolution. The Share Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in item 9B of the notice of the Annual General Meeting.
In the event that the Company repurchases any Shares, the Company may either (i) cancel such repurchased Shares and/or (ii) hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of such repurchase. If the Company holds Shares in treasury, any sale or transfer of Shares in treasury will be subject to and made pursuant to the terms of the general mandate to issue new shares as referred to in item 9A of the notice of the Annual General Meeting and in accordance with the Listing Rules and applicable laws and regulations of Bermuda.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Share Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
3. GENERAL MANDATE TO ISSUE NEW SHARES
In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, an ordinary resolution to grant a general mandate to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of Treasury Shares) not exceeding 10 per cent. of the number of issued Shares of the Company (excluding any Treasury Shares) as at the date of passing of the relevant ordinary resolution will be proposed at the Annual General Meeting.
As at the Latest Practicable Date, the total number of issued Shares of the Company was 1,807,429,342, with no Treasury Shares. If there is no allotment or repurchase of the Shares between the Latest Practicable Date and the date of the Annual General Meeting, the general mandate to allot, issue and deal with additional Shares (including any sale or transfer of Treasury Shares) shall not exceed 180,742,934 Shares.
4. RE-ELECTION OF DIRECTORS
In accordance with Article 99 of the Bye-laws, the number of Directors retiring at each annual general meeting shall not be less than such number as is nearest to but not exceeding one-third of the Directors for the time being (not including those Directors who were appointed to fill casual vacancies or as additions to the Board further to Article 102), and any retiring Director shall be eligible for re-election at the same annual general meeting. Accordingly, Ms CHEN Keren, Dr CHEUNG Wai Man, Mr LAI Sau Cheong Simon and Mr TAN Chuen Yan Paul shall retire by rotation and shall be eligible for re-election at the Annual General Meeting.
LETTER FROM THE BOARD
In proposing Dr CHEUNG Wai Man, Mr LAI Sau Cheong Simon and Mr TAN Chuen Yan Paul for re-election, the Board and the Nomination Committee considered their biographies and qualifications, performance and contributions to date in their roles (including that they have since their respective appointment continued to offer impartial views and guidance to the Board, its committees and the senior management) and independence confirmations provided under Rule 3.13 of the Listing Rules. Taking into account their extensive knowledge, expertise and exposure in the academic study of logistics or legal industry (as applicable), the Board considers that the re-election of Dr CHEUNG Wai Man, Mr LAI Sau Cheong Simon and Mr TAN Chuen Yan Paul as Independent Non-executive Directors will bring considerable benefits to the Company as they are able to provide valuable insight and advice in different areas. The Board also believes that the varying academic backgrounds, age, professional knowledge and work experience of Dr CHEUNG Wai Man, Mr LAI Sau Cheong Simon and Mr TAN Chuen Yan Paul will allow them to bring new perspectives, fresh ideas and diversity to the Board.
The Nomination Committee has assessed the independence of Dr CHEUNG Wai Man, Mr LAI Sau Cheong Simon and Mr TAN Chuen Yan Paul by reviewing their annual confirmation of independence based on the criteria as set out in Rule 3.13 of the Listing Rules, and considered that they remain independent of management free of any relationship which could materially interfere with the exercise of their independent judgment.
The Board is of the view that all of the Directors proposed to be re-elected will make contributions to the Group in promoting Board diversity.
Details of each of the above Directors who is subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with Rule 13.74 and the relevant requirements of the Listing Rules.
5. DIRECTORS' FEES
The resolution to fix the remuneration of the Directors will be proposed at the Annual General Meeting. The proposed details of the Directors' fees are set out in Appendix I to this circular.
6. FINAL DIVIDEND
Reference is made to the results announcement for the year ended 31 December 2024 of the Company dated 28 March 2025. The Board resolved to propose to the Shareholders in the Annual General Meeting on 26 May 2025 for the distribution of a final dividend of 15 HK cents per Share for the year ended 31 December 2024 payable to the Shareholders whose names are listed in the registers of members of the Company on 30 May 2025.
7. VOTING BY POLL
All the resolutions set out in the notice of the Annual General Meeting would be decided by poll in accordance with the Listing Rules and the Bye-laws. The chairman of the Annual General Meeting would explain the detailed procedures for conducting a poll at the commencement of the Annual General Meeting.
The poll results will be published on the Company's website at www.kln.com and the Stock Exchange's website at www.hkexnews.hk after the conclusion of the Annual General Meeting.
LETTER FROM THE BOARD
8. ANNUAL GENERAL MEETING
Holders of Treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Annual General Meeting. The trustee of the Share Award Scheme who held 5,432,733 Shares (including 131,728 unvested Shares awarded under the Share Award Scheme) as at the Latest Practicable Date is required to and will abstain from voting at the Annual General Meeting pursuant to Rule 17.05A of the Listing Rules. Save as disclosed above, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder will be required to abstain from voting at the Annual General Meeting.
Notice of the Annual General Meeting is set out on pages 17 to 22 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the meeting physically or via the eVoting Portal, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or submit it via the designated URL (https://evoting.vistra.com/#/636) by using the log-in username and password provided on the notification letter sent by the Company, not less than 48 hours before the time appointed for holding the Annual General Meeting, i.e. by no later than 2:30 p.m. on Saturday, 24 May 2025. Completion and return of the form of proxy will not prevent you from attending and voting physically at the Principal Meeting Place or electronically via the eVoting Portal at the Annual General Meeting if you so wish.
9. RECOMMENDATION
The Directors consider that the resolutions approving, including without limitation to, the Share Repurchase Mandate and the re-election of Directors, as set out respectively in the notice of the Annual General Meeting are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all such resolutions to be proposed at the Annual General Meeting.
10. 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.
Yours faithfully,
For and on behalf of
KLN Logistics Group Limited
WANG Wei
Chairman
APPENDIX I
DETAILS OF DIRECTORS
The following are the particulars of each of the Directors proposed to be re-elected at the Annual General Meeting (as required by the Listing Rules).
CHEN Keren
CHEN Keren, aged 59, has been a Non-executive Director of the Company since October 2021.
Ms Chen has over 30 years of experience in legal and corporate services. She worked at an international law firm Sinclair Roche & Temperley's London office from September 1988 to February 1994, and its Hong Kong office from March 1994. She remained as a partner of the firm until February 1998. Ms Chen has been with the Kerry Group since March 1998. She is now the group co-general counsel, company secretary and director of corporate services of KGL. KGL is one of the Controlling Shareholders of the Company.
Ms Chen obtained a bachelor's degree in law from the London School of Economics and Political Science in the United Kingdom in July 1987. She is a qualified solicitor in Hong Kong and England and Wales.
As at the Latest Practicable Date, Ms Chen had no interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Ms Chen entered into a letter of appointment with the Company with respect to her directorship in October 2021. Under the letter of appointment, Ms Chen is entitled to receive from the Company (i) an annual director's fee of HK$300,000; and (ii) a fee of HK$5,000 for attending each meeting of the Board. Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws. For the year ended 31 December 2024, Ms Chen received a total remuneration of HK$330,000.
CHEUNG Wai Man
CHEUNG Wai Man, aged 66, has been an Independent Non-executive Director of the Company since October 2021.
Dr Cheung is currently associate dean, Graduate Studies of Business School, The Chinese University of Hong Kong ("CUHK") in Hong Kong. Dr Cheung has been director of the Asian Institute of Supply Chains & Logistics as well as the Center of Cyber Logistics at CUHK since 2006. He has also served as executive director of the Asia-Pacific Institute of Business at CUHK since 2016. Dr Cheung joined the department of decision sciences and managerial economics at CUHK as assistant professor in 1992, and has since become a full professor at the same department.
Dr Cheung obtained a bachelor's degree in science (civil engineering) from the National Taiwan University in Taiwan in June 1982, a master of business administration degree from the Rensselaer Polytechnic Institute in the United States in December 1986 and completed his doctor of philosophy degree in decision sciences and engineering systems at the same institute in December 1991.
As at the Latest Practicable Date, Dr Cheung had no interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Dr Cheung entered into a letter of appointment with the Company with respect to his directorship in October 2021. Under the letter of appointment, Dr Cheung is entitled to receive from the Company (i) an
- 10 -
APPENDIX I
DETAILS OF DIRECTORS
annual director's fee of HK$300,000; (ii) an annual fee of HK$50,000 for acting as member of the Nomination Committee; and (iii) a fee of HK$5,000 for attending each meeting of the Board and its committee(s). Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws. For the year ended 31 December 2024, Dr Cheung received a total remuneration of HK$395,000.
LAI Sau Cheong Simon
LAI Sau Cheong Simon, aged 64, has been an Independent Non-executive Director of the Company since October 2021.
Mr Lai has over 30 years of experience in corporate finance and commercial law fields. He joined Deacons in 1985 and was head of its corporate finance practice before retiring from partnership in 2008. Mr Lai re-joined Deacons as a consultant in January 2012 and in November 2016, he joined the Chow Tai Fook group. Mr Lai has since acted as chief legal officer of Chow Tai Fook Enterprises Limited and group general counsel and joint company secretary of Chow Tai Fook Jewellery Group Limited (a company listed on the Stock Exchange, stock code 1929).
Mr Lai obtained a bachelor's degree in law from the University of Hong Kong ("HKU") in November 1982 and a postgraduate certificate in law from HKU in July 1983. He is a qualified solicitor in Hong Kong, England and Wales, New South Wales, Australia and Australian Capital Territory, Australia, and is a qualified barrister in Australian Capital Territory, Australia.
Mr Lai currently serves on a number of committees of The Law Society of Hong Kong including as chairman of its company law committee, prior to which he acted as director and council member between 2016 and 2019. He is currently a member of the Solicitors Disciplinary Tribunal Panel. Mr Lai had also served on a number of public appointments in Hong Kong.
As at the Latest Practicable Date, Mr Lai had no interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Mr Lai entered into a letter of appointment with the Company with respect to his directorship in October 2021. Under the letter of appointment, Mr Lai is entitled to receive from the Company (i) an annual director's fee of HK$300,000; (ii) an annual fee of HK$120,000 for acting as member of the Audit and Compliance Committee; (iii) an annual fee of HK$80,000 for acting as chairman of the Remuneration Committee; (iv) an annual fee of HK$50,000 for acting as member of the Nomination Committee; and (v) a fee of HK$5,000 for attending each meeting of the Board and its committee(s). Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws. For the year ended 31 December 2024, Mr Lai received a total remuneration of HK$650,000.
TAN Chuen Yan Paul
TAN Chuen Yan Paul, aged 66, has been an Independent Non-executive Director of the Company since October 2021.
Mr Tan has over 40 years of experience in the legal industry, having practised as a solicitor in both Hong Kong and Sydney, New South Wales, Australia. He joined Baker McKenzie in July 1982 and was
APPENDIX I
DETAILS OF DIRECTORS
managing partner of its Hong Kong, the Mainland of China, Vietnam and Korea offices from 1997 to 1999, and 2013 to 2015. He had also served as chairman of the Firm Global Nominating Committee and head of Hong Kong Commercial and Securities Practice. Mr Tan retired as a partner of Baker McKenzie in December 2019. Mr Tan has since become a vice chairman and company secretary of the Hong Chi Association, a government subvented charity dedicated to the welfare and training of mentally challenged children in Hong Kong. He serves as an independent non-executive director of Hung Hing Printing Group Limited (a company listed on the Stock Exchange, stock code 450) since May 2023, HSBC Provident Fund Trustee (Hong Kong) Limited, which is regulated by the Mandatory Provident Fund Schemes Authority, since August 2023 and Hua Lien International (Holding) Company Limited (a company listed on the Stock Exchange, stock code 969) since September 2024.
Mr Tan was vice president of the Law Society of Hong Kong from 2000 to 2003, having been a council member since 1995. He was the convenor of Solicitors Disciplinary Tribunal. Mr Tan has also served on a number of public appointments in Hong Kong, including as chairman of the Mandatory Provident Fund Schemes Appeal Board, Occupational Retirement Schemes Appeal Board and the Appeal Tribunal Panel (Buildings). He also served as the independent trustee of the Hong Kong University of Science and Technology Staff Superannuation Scheme and the Hong Kong University of Science and Technology Ancillary Staff Superannuation Scheme.
Mr Tan received from the University of Sydney in Australia a bachelor's degree in economics in April 1980, a bachelor's degree and a master's degree in law in February 1982 and June 1985, respectively. He is a solicitor in Hong Kong.
As at the Latest Practicable Date, Mr TAN had no interest in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Mr Tan entered into a letter of appointment with the Company with respect to his directorship in October 2021. Under the letter of appointment, Mr Tan is entitled to receive from the Company (i) an annual director's fee of HK$300,000; (ii) an annual fee of HK$80,000 for acting as chairman of the Nomination Committee; (iii) an annual fee of HK$50,000 for acting as member of the Remuneration Committee; and (iv) a fee of HK$5,000 for attending each meeting of the Board and its committee(s). Such emoluments are subject to review by the Company from time to time pursuant to the Bye-laws. For the year ended 31 December 2024, Mr Tan received a total remuneration of HK$495,000.
DIRECTOR'S TERM AND FEES
According to Article 99 of the Bye-laws, the number of Directors retiring at each annual general meeting shall not be less than such number as is nearest to but not exceeding one-third of the Directors for the time being (not including those Directors who were appointed to fill casual vacancies or as additions to the Board further to Article 102), and any retiring Director shall be eligible for re-election at the same annual general meeting. Upon being re-elected, the appointment of each such Director shall continue for a period of three years and until the conclusion of the third annual general meeting of the Company or such earlier date pursuant to the Bye-laws. The appointments are subject to the provisions in relation to the retirement and rotation of directors in accordance with the Bye-laws.
APPENDIX I
DETAILS OF DIRECTORS
Subject to such terms (including that the payment may be made on a pro-rata basis for the financial year, if applicable) as the Directors (or a duly authorised committee thereof) may in their absolute discretion see fit, the Directors recommended the amount of Directors' fees for the year ending 31 December 2025 to be as follows:
(a) a fee of HK$300,000 per annum be payable to each Non-executive Director (including Independent Non-executive Director);
(b) a fee of HK$80,000 per annum be payable to the chairman of the Remuneration Committee who is a Non-executive Director (including Independent Non-executive Director);
(c) a fee of HK$50,000 per annum be payable to each member of the Remuneration Committee who is a Non-executive Director (including Independent Non-executive Director);
(d) a fee of HK$200,000 per annum be payable to the chairman of the Audit and Compliance Committee who is a Non-executive Director (including Independent Non-executive Director);
(e) a fee of HK$120,000 per annum be payable to each member of the Audit and Compliance Committee who is a Non-executive Director (including Independent Non-executive Director);
(f) a fee of HK$80,000 per annum be payable to the chairman of the Nomination Committee who is a Non-executive Director (including Independent Non-executive Director);
(g) a fee of HK$50,000 per annum be payable to each member of the Nomination Committee who is a Non-executive Director (including Independent Non-executive Director); and
(h) a fee of HK$5,000 for attendance at each Board meeting, Remuneration Committee meeting, Audit and Compliance Committee meeting and Nomination Committee meeting be payable to each Non-executive Director (including Independent Non-executive Director),
except that neither the Chairman nor the Vice Chairman of the Board is entitled to any annual fee or attendance fee in relation to his directorship in the Company and membership of Board committee(s).
The Directors' fees are determined with reference to the level of fees payable by listed companies in Hong Kong and respective level of responsibilities, skills and commitments required of the Non-executive Directors (including Independent Non-executive Directors).
DIRECTOR'S INTEREST
Save as disclosed in this circular, to the best knowledge of the Company, each of the Directors who stands for re-election (i) does not hold other positions in the Company or other members of the Group, (ii) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, (iii) does not have any relationship with any other Director, senior management, Substantial Shareholder or Controlling Shareholder of the Company and (iv) has no information to disclose pursuant to any of the requirements of Rule 13.51(2)(h)-13.51(2)(v) of the Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE
The following is the explanatory statement required to be sent to Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Share Repurchase Mandate to be proposed at the Annual General Meeting.
1. SHARE REPURCHASE PROPOSAL
As at the Latest Practicable Date, the total number of issued Shares of the Company was 1,807,429,342, with no Treasury Shares. It is proposed that pursuant to the Share Repurchase Mandate, up to a maximum of 10 per cent. of the number of issued Shares (excluding any Treasury Shares) as at the date of passing of the Share Repurchase Resolution may be repurchased by the Directors. Subject to the passing of the Share Repurchase Resolution, on the basis that no further Shares are issued prior to the Annual General Meeting and ignoring other restrictions (if any), the Company would be allowed under the Share Repurchase Mandate to repurchase up to a maximum of 180,742,934 Shares (excluding any Treasury Shares).
In the event that the Company repurchases any Shares, the Company may either (i) cancel such repurchased Shares and/or (ii) hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of such repurchase. If the Company holds Shares in treasury, any sale or transfer of Shares in treasury will be subject to and made pursuant to the terms of the general mandate to issue new shares as referred to in item 9A of the notice of the Annual General Meeting and in accordance with the Listing Rules and applicable laws and regulations of Bermuda.
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC Nominees Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in the Company's own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as Treasury Shares.
2. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.
3. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and the Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profits that would otherwise be available for dividend or the
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APPENDIX II
EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE
proceeds of a fresh issue of shares made for the purpose. The premium payable on repurchase may only be paid out of either the profits that would otherwise be available for dividend or out of the share premium or contributed surplus accounts of the Company.
The Directors propose that such repurchases of Shares would be appropriately financed by the Company's internal resources and/or available banking facilities. There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2024 and taking into account the financial position of the Company as at the Latest Practicable Date, in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
4. DIRECTORS' CONFIRMATION AND CORE CONNECTED PERSONS
The Directors have confirmed that, so far as the same may be applicable, the exercise of the power of the Company to make repurchases pursuant to the Share Repurchase Resolution will be in accordance with the Listing Rules and the applicable laws of Bermuda. Neither this explanatory statement nor the proposed repurchase of the Shares has any unusual features.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have a present intention, in the event that the Share Repurchase Resolution is adopted by Shareholders, to sell Shares to the Company or its subsidiaries.
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares held by them to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of its Shares.
5. EFFECT OF THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of a share repurchase, any such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of Shareholders' interests) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, Mr WANG Wei was directly or indirectly interested in 931,209,117 Shares as disclosed under the SFO, which constituted approximately 51.52 per cent. of the total number of issued Shares of the Company. If the Share Repurchase Mandate were to be exercised in full, which is considered to be unlikely in the current circumstances, Mr WANG Wei would (assuming that there is no change in relevant facts and circumstances) hold approximately 57.25 per cent. of the total number of issued Shares of the Company. As at the Latest Practicable Date, KGL was directly or indirectly interested in 595,928,608 Shares as disclosed under the SFO, which constituted approximately 32.97 per cent. of the total number of issued Shares of the Company.
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APPENDIX II
EXPLANATORY STATEMENT ON SHARE REPURCHASE MANDATE
If the Share Repurchase Mandate were to be exercised in full, which is considered to be unlikely in the current circumstances, KGL would (assuming that there is no change in relevant facts and circumstances) hold approximately 36.63 per cent. of the total number of issued Shares of the Company. It is considered that, in the absence of any special circumstances, an obligation to make a mandatory offer as referred to above as a result of a share repurchase is unlikely to arise. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Share Repurchase Mandate.
6. SHARE REPURCHASES MADE BY THE COMPANY
There was no repurchase by the Company or any of its subsidiaries of the Shares during the six months prior to the Latest Practicable Date.
7. MARKET PRICES
During each of the 12 months preceding and up to the Latest Practicable Date, the highest and lowest prices at which the Shares were traded on the Stock Exchange are as follows:
| Year | Month | Shares | |
|---|---|---|---|
| Highest Price | |||
| HK$ | Lowest Price | ||
| HK$ | |||
| 2024 | April | 8.88 | 7.31 |
| May | 9.62 | 7.17 | |
| June | 9.35 | 7.32 | |
| July | 7.66 | 6.44 | |
| August | 7.87 | 6.67 | |
| September | 8.80 | 6.44 | |
| October | 8.80 | 7.11 | |
| November | 7.56 | 6.52 | |
| December | 7.34 | 6.61 | |
| 2025 | January | 6.97 | 6.55 |
| February | 7.04 | 6.50 | |
| March | 7.34 | 6.72 | |
| April (up to the Latest Practicable Date) | 6.88 | 5.49 |
NOTICE OF ANNUAL GENERAL MEETING
KLN Logistics Group Limited
(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability)
Stock Code 636
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of KLN Logistics Group Limited (the "Company") will be held as a hybrid meeting at Kowloon Room, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong (the "Principal Meeting Place") with online access via the eVoting Portal on Monday, 26 May 2025 at 2:30 p.m. for the following purposes:
- To receive and consider the audited financial statements of the Company and the reports of the directors and the auditor for the year ended 31 December 2024.
- To declare a final dividend for the year ended 31 December 2024.
- To re-elect Ms CHEN Keren as a non-executive director of the Company.
- To re-elect Dr CHEUNG Wai Man as an independent non-executive director of the Company.
- To re-elect Mr LAI Sau Cheong Simon as an independent non-executive director of the Company.
- To re-elect Mr TAN Chuen Yan Paul as an independent non-executive director of the Company.
- To authorise the board of directors of the Company to fix the remuneration of the directors.
- To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the board of directors of the Company to fix its remuneration.
- To consider as special business, and if thought fit, pass the following resolutions as ordinary resolutions with or without amendments:
ORDINARY RESOLUTIONS
A. THAT:
(a) subject to paragraph (c) below and in substitution for all previous authorities, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (including any sale
NOTICE OF ANNUAL GENERAL MEETING
or transfer of shares out of treasury that are held as treasury shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") as amended from time to time) (the "Listing Rules") (the "Treasury Shares")) and to make or grant offers, agreements, options and other rights, or issue warrants and other securities including bonds, debentures and notes convertible into shares of the Company, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options and other rights, or issue warrants and other securities, which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or to be allotted (including any sale or transfer of Treasury Shares) or agreed conditionally or unconditionally to be allotted (including any sale or transfer of Treasury Shares) (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of:
(i) a Rights Issue (as hereinafter defined); or
(ii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to option holders of shares in the Company; or
(iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company (the "Bye-laws"); or
(iv) any adjustment, after the date of grant or issue of any options, rights to subscribe or other securities referred to above, in the price at which shares in the Company shall be subscribed, and/or in the number of shares in the Company which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities; or
(v) a specified authority granted by the shareholders of the Company (the "Shareholders") in general meeting, shall not exceed the aggregate of:
(aa) 10 per cent. of the number of issued shares of the Company (excluding any Treasury Shares) as at the date of passing of this Resolution; and that this Resolution shall be limited by the applicable rules and requirements of the Stock Exchange as amended from time to time, including the restrictions for using the general mandate for
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NOTICE OF ANNUAL GENERAL MEETING
the issuance and allotment of shares of the Company to issue (i) securities convertible into new shares of the Company for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the shares of the Company at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new shares of the Company or securities convertible into new shares for cash consideration; and
(bb) (if the Directors of the Company are so authorised by a separate ordinary resolution of the Shareholders) the number of issued shares of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the number of issued shares of the Company (excluding any Treasury Shares) 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:
"Benchmarked Price" means the higher of (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this Resolution; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the general mandate to be approved under this Resolution; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this Resolution; and (iii) the date on which the placing or subscription price is fixed.
"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 expiry of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any other applicable laws of Bermuda to be held; or
(iii) the revocation, variation or renewal of this Resolution by an ordinary resolution of the Shareholders in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares in the Company, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors of the Company to holders of shares in the Company on the registers of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject in all cases 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 outside Hong Kong).
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations from time to time.
B. THAT:
(a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its own shares on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, be and is hereby generally and unconditionally approved;
(b) the number of issued shares of the Company to be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the number of issued shares of the Company (excluding any Treasury Shares) as at the date of passing of this Resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and
(c) for the purposes of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiry of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any other applicable laws of Bermuda to be held; or
(iii) the revocation, variation or renewal of this Resolution by an ordinary resolution of the Shareholders in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
C. THAT, conditional upon the passing of Resolution No. 9B, the general mandate granted to the Directors of the Company (pursuant to Resolution No. 9A or otherwise) and for the time being in force to exercise the powers of the Company to allot shares be and is hereby extended by the addition to the number of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the number of issued shares of the Company repurchased by the Company under the authority granted by the resolution set out as Resolution No. 9B.
By Order of the Board
KLN Logistics Group Limited
LEE Pui Nee
Company Secretary
Hong Kong, 29 April 2025
Corporate Headquarters and
Principal Place of Business in Hong Kong:
16/F, Kerry Cargo Centre
55 Wing Kei Road
Kwai Chung
New Territories
Hong Kong
Notes:
- The Annual General Meeting will be a hybrid meeting. All registered Shareholders have the option of attending, participating and voting at the Annual General Meeting physically at the Principal Meeting Place or electronically via the eVoting Portal. Shareholders attending and participating in the Annual General Meeting electronically will also be counted towards the quorum and they will be able to cast their votes and submit questions through the eVoting Portal.
Registered Shareholders are requested to provide a valid email address of himself/herself or his/her proxy (except for the appointment of the chairman of the Annual General Meeting) for the proxy to receive the log-in username and password to participate online in the eVoting Portal where applicable.
All registered Shareholders will be able to join the Annual General Meeting via the eVoting Portal. The eVoting Portal can be accessed from any location with access to the internet via any smartphone, tablet device or computer. All non-registered Shareholders may consult directly with their banks, brokers, custodians or Hong Kong Securities Clearing Company Limited (as the case may be) for necessary arrangement to attend and vote via the eVoting Portal at the Annual General Meeting if they wish.
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Every member entitled to attend and vote at the Annual General Meeting (or at any adjournment thereof) is entitled to appoint up to two individuals as his proxies. A proxy need not be a member of the Company. The number of proxies appointed by a clearing house (or its nominee) is not subject to the aforesaid limitation.
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Where there are joint holders of any share, only ONE PAIR of log-in username and password for the eVoting Portal will be provided to the joint holders. Any one of such joint holders may attend or vote in respect of such share(s) as if he/she was solely entitled thereto.
NOTICE OF ANNUAL GENERAL MEETING
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To be valid, a 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 that power or authority), must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or submitted via the designated URL (https://evoting.vistra.com/#/636) by using the log-in username and password provided on the notification letter sent by the Company, not less than 48 hours before the time appointed for the holding of the Annual General Meeting, i.e. by no later than 2:30 p.m. on Saturday, 24 May 2025. Completion and return of the form of proxy will not preclude a member from attending the Annual General Meeting and voting physically at the Principal Meeting Place or electronically via the eVoting Portal if he so wishes.
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The registers of members of the Company (the "Registers of Members") will be closed from Wednesday, 21 May 2025 to Monday, 26 May 2025, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged for registration with Tricor Investor Services Limited at the above address before 4:30 p.m. on Tuesday, 20 May 2025.
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The Registers of Members will also be closed on Friday, 30 May 2025 and no transfer of shares will be effected on that date. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged for registration with Tricor Investor Services Limited at the above address before 4:30 p.m. on Thursday, 29 May 2025.
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All the resolutions set out in this notice shall be decided by poll.
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If Typhoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force or Extreme Conditions are announced any time after 9:00 a.m. on the date of the Annual General Meeting, then the Annual General Meeting will be postponed and the Shareholders will be informed of the date, time and venue of the rescheduled meeting by a supplementary notice posted on the websites of the Company and the Stock Exchange.
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The Annual General Meeting will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.
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