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KLN Logistics Group Limited Proxy Solicitation & Information Statement 2025
49356_rns_2025-03-04_d9af86cc-4ea8-41e2-a20d-4d15e377fee9.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 Kerry Logistics Network 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.
Kerry Logistics Network Limited
嘉里物流聯網有限公司
(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability)
Stock Code 636
PROPOSED CHANGE OF COMPANY NAME
AND
PROPOSED ALTERATION TO MEMORANDUM OF CONTINUANCE AND
AMENDMENTS TO BYE-LAWS
AND
NOTICE OF SPECIAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular.
Resolutions will be proposed at the SGM of Kerry Logistics Network Limited to be held as a virtual meeting via the eVoting Portal on Friday, 28 March 2025 at 11:45 a.m. to approve the matters referred to in this circular.
The notice convening the SGM via the eVoting Portal together with the form of proxy for use at the SGM are enclosed with this circular and is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.kln.com). Whether or not you are able to attend the meeting 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 SGM, i.e. by no later than 11:45 a.m. on Wednesday, 26 March 2025. Completion and return of the form of proxy shall not preclude you from attending and voting via the eVoting Portal at the SGM or any adjourned meeting thereof should you so desire.
5 March 2025
CONTENTS
Page
Definitions 1
Special Arrangements for the SGM 3
Letter from the Board 4
Appendix I – Particulars of Amendments to Memorandum and Bye-laws 9
Notice of SGM 11
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"Amended and Restated Bye-laws" the amended and restated bye-laws of the Company proposed to be adopted at the SGM
"Board" the board of Directors
"Bye-laws" the existing bye-laws of the Company adopted by a special resolution passed on 23 May 2022
"Company" Kerry Logistics Network Limited, a company 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)
"Director(s)" the director(s) of the Company
"eVoting Portal" electronic platform for the registered Shareholders, proxies and corporate representatives attending the SGM via internet
"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
"Kerry Names" "KERRY" as part of the company name, trade name, internet domain names and social media handles
"Kerry Trademarks" certain existing Kerry licensed trademarks
"KPL" Kerry Properties Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 683), and a substantial shareholder of the Company
"Latest Practicable Date" 3 March 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
– 1 –
DEFINITIONS
"Memorandum"
the existing memorandum of continuance of the Company
"New Memorandum"
the amended and restated memorandum of continuance of the Company proposed to be adopted at the SGM
"PRC"
the People's Republic of China
"Proposed Change of Company Name"
the proposed change of the English name of the Company from "Kerry Logistics Network Limited" to "KLN Logistics Group Limited" and cease the use of the Chinese name of the Company "嘉里物流聯網有限公司"
"Rebranding Exercise"
The rebranding exercise to phase out the use of the Kerry Trademarks and the Kerry Names
"S.F. Holding"
S.F. Holding Co., Ltd., a joint stock company established in the PRC with limited liability, the domestic 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
"SGM"
the special general meeting of the Company to be held via the eVoting Portal on Friday, 28 March 2025 at 11:45 a.m., or where the context so admits, any adjournment thereof
"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
"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
- 2 -
SPECIAL ARRANGEMENTS FOR THE SGM
All registered Shareholders will be able to join the SGM via the eVoting Portal. The eVoting Portal can be accessed from any location with access to the internet via smartphone, tablet device or computer.
Through the eVoting Portal, registered Shareholders will be able to view the live video broadcast and participate in voting and submit questions online. Login details and information will be included in our letters to registered Shareholders regarding the eVoting Portal which will be despatched on 5 March 2025.
HOW TO ATTEND AND VOTE
Shareholders who wish to attend the SGM and exercise their voting rights can do one of the following:
(1) attend the SGM via the eVoting Portal which enables live streaming and interactive platform for submitting questions and voting online; or
(2) appoint the chairman of the SGM 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 via the eVoting Portal at the SGM.
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 SGM if you wish.
If you have any questions relating to the SGM, 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
- 3 -
LETTER FROM THE BOARD
Kerry Logistics
Network Limited
嘉里物流聯網有限公司
(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
5 March 2025
To the Shareholders
Dear Sir or Madam
PROPOSED CHANGE OF COMPANY NAME
AND
PROPOSED ALTERATION TO MEMORANDUM OF CONTINUANCE AND
AMENDMENTS TO BYE-LAWS
AND
NOTICE OF SPECIAL GENERAL MEETING
- INTRODUCTION
Reference is made to the announcement of the Company dated 3 March 2025 regarding the Proposed Change of Company Name and the proposed alteration to the Memorandum and the proposed amendments to the Bye-laws.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with information relating to, inter alia, (i) the Proposed Change of Company Name, and (ii) the proposed alteration to the Memorandum, the proposed amendments to the Bye-laws and the proposed adoption of the New Memorandum and the Amended and Restated Bye-laws, and to give you the notice of the SGM.
2. PROPOSED CHANGE OF COMPANY NAME
The Board proposes to change the English name of the Company from "Kerry Logistics Network Limited" to "KLN Logistics Group Limited" and cease the use of the Chinese name of the Company "嘉里物流聯網有限公司".
Conditions of the Proposed Change of Company Name
The Proposed Change of Company Name is subject to the following conditions:
(i) the passing of a special resolution by the Shareholders at the SGM to approve the Proposed Change of Company Name; and
(ii) the Registrar of Companies in Bermuda to approve the Proposed Change of Company Name.
Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect on the date that the Registrar of Companies in Bermuda enters the new English name of the Company on the register maintained to replace the previous name as set out in the certificate of incorporation on change of name. The Company will carry out the necessary registration and/or filing procedures with the Registrar of Companies in Bermuda and the Companies Registry in Hong Kong thereafter.
Reasons for the Proposed Change of Company Name
The Group has been operating as a leading logistics service provider in Asia engaged in the integrated logistics and international freight forwarding businesses since its spin-off from KPL and separate listing in 2013. Following its deconsolidation from KPL in 2021 as a result of the completion of a partial offer made by S.F. Holding (through its wholly-owned subsidiary), the Group has been actively building a distinct brand identity and culture as it transitions the change in ownership. It has more widely adopted the "KLN" brand in preference to the "Kerry" name in recent years, in efforts to move away from the use of and delineate itself from the "Kerry" name. The Board believes that "KLN" is now an established household name which customers of the Group have grown accustomed to. The Rebranding Exercise presents a valuable opportunity for the Company to further establish a more unified and differentiated corporate identity and reinforce its own unique strategic positioning and value proposition to the customers. The Board considers that the Rebranding Exercise, facilitated by the transitional period up to 30 June 2025, will not have any material adverse impact on the business, operation or financial position of the Group. Rather, it represents an exciting opportunity to strengthen the Company's corporate identity and better serve the interests of its Shareholders. Therefore, the Board believes that the Proposed Change of Company Name is in the best interest of the Company and the Shareholders as a whole.
LETTER FROM THE BOARD
Effects of the Proposed Change of Company Name
The Proposed Change of Company Name will not affect any rights of the Shareholders or the Company's daily operations or its financial condition.
All existing issued shares of the Company bearing present name of the Company will continue to be effective and valid evidence of legal title to the Shares upon the effectiveness of the Proposed Change of Company Name, and will continue to be valid for trading, settlement, registration, and delivery purposes. Accordingly, there will not be any arrangement of the Company for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company due to the Proposed Change of Company Name. Upon the effectiveness of the Proposed Change of Company Name, all newly issued shares of the Company will be issued under the Company's new English name.
In addition, subject to the confirmation by the Stock Exchange, the English stock short name of the Company for the Shares trading in the securities on the Stock Exchange will be changed from "KERRY LOG NET" to "KLN" and the Chinese stock short name of the Company "嘉里物流" will be removed upon the effectiveness of the Proposed Change of Company Name. The stock code of the Company will remain unchanged as "636".
3. PROPOSED ALTERATION TO MEMORANDUM AND AMENDMENTS TO BYE-LAWS
The Board further proposes to alter the Memorandum and amend the Bye-laws to (i) reflect the Proposed Change of Company Name and (ii) provide the Company with flexibility to hold treasury shares, in view of the amendments to the Listing Rules relating to treasury shares which came into effect on 11 June 2024. The Directors consider that such amendments would provide greater flexibility to the Company in repurchasing and reselling Shares, thereby allowing the Company an additional channel to manage its capital structure. In this regard, the Memorandum and the Bye-laws currently do not authorise the Company to hold any Shares purchased or acquired by the Company as treasury shares. Therefore, any Shares purchased or acquired by the Company shall have to be cancelled.
Accordingly, the Board proposes to put forward special resolutions at the SGM for the Shareholders' approval to the proposed amendments to the Memorandum and the Bye-laws and the proposed adoption of the New Memorandum and the Amended and Restated Bye-laws. The New Memorandum and the Amended and Restated Bye-laws will take effect upon the passing of special resolutions approving the alteration to the Memorandum and the amendments to the Bye-laws by the Shareholders at the SGM and the Proposed Change of Company Name having become effective. Please refer to Appendix I for the particulars of the proposed amendments to the Memorandum and the Bye-laws.
The Company has been advised by its legal advisers that the proposed amendments to the Memorandum and the Bye-laws are not inconsistent with the requirements of the Listing Rules and do not violate the laws of Bermuda, respectively. The Company confirms that there is nothing unusual in the proposed amendments to the Memorandum and the Bye-laws from the perspective of a Bermuda company listed on the Stock Exchange.
- 6 -
LETTER FROM THE BOARD
4. VOTING BY POLL
All the resolutions set out in the notice of the SGM would be decided by poll in accordance with the Listing Rules and the Bye-laws. The chairman of the SGM would explain the detailed procedures for conducting a poll at the commencement of the SGM.
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 SGM.
5. SGM
The SGM will be held via the eVoting Portal on Friday, 28 March 2025 at 11:45 a.m., or where the context so admits, any adjournment thereof for considering and, if thought fit, approving the Proposed Change of Company Name and the proposed amendments to the Memorandum and the Bye-laws and the adoption of the New Memorandum and the Amended and Restated Bye-laws.
The trustee of the share award scheme of the Company who held 5,662,390 Shares (including 603,386 unvested Shares awarded under the share award scheme of the Company) as at the Latest Practicable Date is required to and will abstain from voting at the SGM 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 SGM.
Notice of the SGM is set out on pages 11 to 13 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the meeting 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 SGM, i.e. by no later than 11:45 a.m. on Wednesday, 26 March 2025. Completion and return of the form of proxy will not prevent you from attending and voting via the eVoting Portal at the SGM if you so wish.
6. RECOMMENDATION
The Directors consider that the resolutions approving, including without limitation to, the Proposed Change of Company Name and the proposed amendments to the Memorandum and the Bye-laws and the proposed adoption of the New Memorandum and the Amended and Restated Bye-laws, as set out respectively in the notice of the SGM 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 SGM.
LETTER FROM THE BOARD
7. 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
Kerry Logistics Network Limited
WANG Wei
Chairman
- 8 -
APPENDIX I PARTICULARS OF AMENDMENTS TO MEMORANDUM AND BYE-LAWS
The following are the proposed amendments in relation to the Memorandum and the Bye-laws. Unless otherwise specified, clause, article and paragraph numbers referred to herein are clause, article and paragraph numbers of the Memorandum and the Bye-laws.
Note: The Memorandum and the Bye-laws are prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of any inconsistency, the English version shall prevail.
| Existing Memorandum and Bye-laws | Proposed to be amended as |
|---|---|
| Cover | |
| MEMORANDUM OF CONTINUANCE AND AMENDED AND RESTATED BYE-LAWS OF KERRY LOGISTICS NETWORK LIMITED | |
| (Amended and Restated Bye-laws as adopted by a Special Resolution passed on 23 May 2022) | MEMORANDUM OF CONTINUANCE AND AMENDED AND RESTATED BYE-LAWS OF KERRY LOGISTICS NETWORK LIMITED |
| KLN LOGISTICS GROUP LIMITED | |
| (Amended and Restated Bye-laws as adopted by a Special Resolution passed on 23 May 2022 and as further amended by a Special Resolution passed on 28 March 2025) | |
| Memorandum | |
| MEMORANDUM OF CONTINUANCE OF KERRY LOGISTICS NETWORK LIMITED | MEMORANDUM OF CONTINUANCE OF KERRY LOGISTICS NETWORK LIMITED |
| KLN LOGISTICS GROUP LIMITED | |
| (Amended by a Special Resolution passed on 28 March 2025) | |
| The Schedule | |
| (referred to in Clause 7 of the Memorandum of Continuance) | The Schedule |
| (referred to in Clause 7 of the Memorandum of Continuance) | |
| [New clause] | |
| (i) to acquire its own shares to be held as treasury shares in accordance with the provisions of Section 42B of the Companies Act 1981. |
- 9 -
APPENDIX I
PARTICULARS OF AMENDMENTS TO MEMORANDUM AND BYE-LAWS
| Existing Memorandum and Bye-laws | Proposed to be amended as |
|---|---|
| Bye-laws | |
| AMENDED AND RESTATED BYE-LAWS | |
| OF | |
| KERRY LOGISTICS NETWORK LIMITED |
(Adopted by a Special Resolution passed on 23 May 2022) | AMENDED AND RESTATED BYE-LAWS
OF
KERRY LOGISTICS NETWORK LIMITED
KLN LOGISTICS GROUP LIMITED
(Adopted by a Special Resolution passed on 23 May 2022 and as further amended by a Special Resolution passed on 28 March 2025) |
| AMENDED AND RESTATED BYE-LAWS
(As adopted by a Special Resolution passed on 23 May 2022)
OF
Kerry Logistics Network Limited
PRELIMINARY AND INTERPRETATION
- (A) “the Company” or “this Company” shall mean Kerry Logistics Network Limited incorporated in the British Virgin Islands on 9 July 1991 and continued into Bermuda on 20 April 2000; | AMENDED AND RESTATED BYE-LAWS
(As adopted by a Special Resolution passed on 23 May 2022 and as further amended by a Special Resolution passed on 28 March 2025)
OF
Kerry Logistics Network Limited
KLN Logistics Group Limited
PRELIMINARY AND INTERPRETATION
-
(A) “the Company” or “this Company” shall mean Kerry Logistics Network Limited KLN Logistics Group Limited incorporated in the British Virgin Islands on 9 July 1991 and continued into Bermuda on 20 April 2000; |
-
10 -
NOTICE OF SGM
Kerry Logistics Network Limited 嘉里物流聯網有限公司
(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 special general meeting (the "SGM") of Kerry Logistics Network Limited (the "Company") will be held via the eVoting Portal on Friday, 28 March 2025 at 11:45 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions with or without amendments. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 5 March 2025 of which this notice forms part (the "Circular").
SPECIAL RESOLUTIONS
1. "THAT
(a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from "Kerry Logistics Network Limited" to "KLN Logistics Group Limited" and ceased the use of the Chinese name of the Company "嘉里物流聯網有限公司" with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in Bermuda; and
(b) any one of the Directors or the Company Secretary of the Company be and is/are hereby authorised for and on behalf of the Company to sign, execute, deliver and submit all such documents, make and file any necessary registrations and/or filings for and on behalf of the Company, make all arrangement and take all such acts or steps which he/she/they consider necessary, desirable or required for the purpose of, or in order to effect the Proposed Change of Company Name pursuant to the requirements of the Companies Act 1981 in Bermuda, as amended.
2. "THAT
(a) the proposed alteration to the Memorandum as set out in Appendix I to the Circular, be and are hereby approved, and the New Memorandum be and are hereby adopted in substitution for, and to the exclusion of, the Memorandum; and
- 11 -
NOTICE OF SGM
(b) any one of the Directors or the Company Secretary of the Company be and is/are hereby authorised for and on behalf of the Company to sign, execute, deliver and submit all such documents, make and file any necessary registrations and/or filings for and on behalf of the Company, make all arrangement and take all such acts or steps which he/she/they consider necessary, desirable or required for the purpose of, or in order to effect the proposed alteration to the Memorandum and adoption of the New Memorandum, pursuant to the requirements of the Companies Act 1981 of Bermuda, as amended.
- "THAT
(a) the proposed amendments to the Bye-laws as set out in Appendix I to the Circular, be and are hereby approved, and the Amended and Restated Bye-laws be and are hereby adopted in substitution for, and to the exclusion of, the Bye-laws; and
(b) any one of the Directors or the Company Secretary of the Company be and is/are hereby authorised for and on behalf of the Company to sign, execute, deliver and submit all such documents, make and file any necessary registrations and/or filings for and on behalf of the Company, make all arrangement and take all such acts or steps which he/she/they consider necessary, desirable or required for the purpose of, or in order to effect the proposed amendments to the Bye-laws and adoption of the Amended and Restated Bye-laws, pursuant to the requirements of the Companies Act 1981 of Bermuda, as amended.
By Order of the Board
Kerry Logistics Network Limited
LEE Pui Nee
Company Secretary
Hong Kong, 5 March 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
- 12 -
NOTICE OF SGM
Notes:
-
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 SGM) 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 SGM 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 SGM if they wish.
-
Every member entitled to attend and vote via the eVoting Portal at the SGM (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.
-
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.
-
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 SGM, i.e. by no later than 11:45 a.m. on Wednesday, 26 March 2025. Completion and return of the form of proxy will not preclude a member from attending the SGM and voting via the eVoting Portal if he/she so wishes.
-
The registers of members of the Company will be closed from Thursday, 27 March 2025 to Friday, 28 March 2025, during which period no transfer of shares will be effected. In order to be entitled to attend and vote via the eVoting Portal at the SGM, 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 Wednesday, 26 March 2025.
-
All the resolutions set out in this notice shall be decided by poll.
-
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 SGM, then the SGM 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 at www.kln.com and the Stock Exchange at www.hkexnews.hk.
-
The SGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.
-
13 -