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LH Group Limited Proxy Solicitation & Information Statement 2025
50315_rns_2025-05-08_76f60f4b-9277-4d67-af43-107ef2a1d3c0.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, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in LH Group Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the 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 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, 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.
LHGROUP
叙福樓集團
LH GROUP LIMITED
叙福樓集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1978)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company (the "AGM") to be held at Hong Kong Playground Association — I+Plus Development and Exchange Centre at 3/F., MacPherson Place, 38 Nelson Street, Mongkok, Kowloon, Hong Kong on Thursday, 5 June 2025 at 3:30 p.m. is set out on pages 20 to 24 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.lhgroup.com.hk.
Whether or not you are able to attend the AGM, please complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 3:30 p.m. on Tuesday, 3 June 2025 (Hong Kong time)) or any adjournment thereof.
Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, and in such event, the instrument appointing a proxy shall be deemed revoked.
No refreshments, drinks, corporate souvenirs or gift coupons will be provided at the AGM.
9 May 2025
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction. 4
Issue Mandate and Repurchase Mandate. 5
Re-election of Directors 6
AGM 8
Closure of Register of Members 8
Responsibility Statement. 9
Recommendation. 9
General 9
Miscellaneous. 9
Appendix I — Explanatory Statement for the Repurchase Mandate 10
Appendix II — Details of Directors Proposed to be Re-elected at the AGM 16
Notice of Annual General Meeting 20
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be held at Hong Kong Playground Association — I+Plus Development and Exchange Centre at 3/F., MacPherson Place, 38 Nelson Street, Mongkok, Kowloon, Hong Kong on Thursday, 5 June 2025 at 3:30 p.m. to consider and, if thought fit, approve the resolutions contained in the notice of annual general meeting, which is set out on pages 20 to 24 of this circular, or its adjournment thereof;
"Articles of Association"
the amended and restated articles of association of the Company currently in force;
"Board"
the board of Directors;
"CCASS"
the Central Clearing and Settlement System established by Hong Kong Securities Clearing Company Limited;
"Company"
LH Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (stock code: 1978);
"Companies Act"
The Companies Act, Cap 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, modified and supplemented from time to time;
"close associate(s)"
has the same meaning ascribed to this term under the Listing Rules;
"core connected person"
has the same meaning ascribed to this term in the Listing Rules;
"Director(s)"
the director(s) of the Company;
"Group"
the Company and all of its subsidiaries from time to time;
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DEFINITIONS
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong; |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China; |
| “Issue Mandate” | the unconditional general mandate proposed to be granted to the Directors at the AGM to allot, issue and/or deal with Shares not exceeding 20% of the total number of issued Shares as at the date of granting of the Issue Mandate; |
| “Latest Practicable Date” | 6 May 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); |
| “Repurchase Mandate” | the unconditional general mandate proposed to be granted to the Directors at the AGM to repurchase up to 10% of the total number of issued Shares as at the date of granting of the Repurchase Mandate; |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended or supplemented from time to time; |
| “Share(s)” | ordinary share(s) of HK$0.1 each in the share capital of the Company; |
| “Shareholder(s)” | holder(s) of the Share(s); |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited; |
| “substantial shareholder(s)” | has the same meaning ascribed to this term in the Listing Rules; |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers as amended, modified and supplemented from time to time; |
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DEFINITIONS
“treasury Share(s)”
the Shares repurchased and held by the Company in treasury, as authorised by the Cayman Islands law and the Articles of Association, which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange; and
“%”
per cent.
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LETTER FROM THE BOARD
LHGROUP
教福樓集團
LH GROUP LIMITED
叙福樓集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1978)
Executive Directors:
Mr. Wong Kit Lung Simon Prof, BBS, JP
(Chairman and Chief Executive Officer)
Ms. Ko Sau Chee Grace (Vice Chairperson)
Independent non-executive Directors:
Mr. Sin Yat Kin SBS, CSDSM, JP
Mr. Hung Wai Man Prof, JP
Mr. Mak Kam Chiu
Registered office:
Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
Principal place of business in Hong Kong:
Unit 03, L22, Tower 1
Enterprise Square Five
38 Wang Chiu Road
Kowloon Bay, Kowloon
Hong Kong
9 May 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the forthcoming AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the granting of the Issue Mandate and the Repurchase Mandate to the Directors; and (ii) the re-election of Directors.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the granting of the Issue Mandate and the Repurchase Mandate, the re-election of Directors and the notice of AGM.
ISSUE MANDATE AND REPURCHASE MANDATE
At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issue Mandate and the Repurchase Mandate.
Issue Mandate
At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate to allot, issue and/or deal with Shares or underlying shares of the Company (i.e. the Issue Mandate) (other than by way of rights issue or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the total number of issued Shares as at the date of granting of the Issue Mandate (excluding treasury Shares).
In addition, if the Issue Mandate and the Repurchase Mandate are approved and granted by the Shareholders at the AGM, a separate ordinary resolution will further be proposed for extending the Issue Mandate authorising the Directors to allot, issue and/or deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.
As at the Latest Practicable Date, the Company has an aggregate of 800,000,000 Shares in issue. Subject to the passing of the resolutions for the approval of the Issue Mandate and on the basis that there is no change in the number of issued Shares between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot, issue and/or deal with a maximum of 160,000,000 Shares, representing 20% of the total number of the issued Shares as at the Latest Practicable Date.
Repurchase Mandate
At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the total number of issued Shares as at the date of granting of the Repurchase Mandate (excluding treasury Shares).
LETTER FROM THE BOARD
Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that there is no change in the numbers of issued Shares between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 80,000,000 Shares, representing 10% of the number of the issued Shares as at the Latest Practicable Date.
An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
The Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Act or any other applicable law of the Cayman Islands to be held; or (iii) the revocation or variation of the Issue Mandate (including the extended Issue Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
RE-ELECTION OF DIRECTORS
In accordance with Article 108 of the Articles of Association, Mr. Wong Kit Lung Simon and Mr. Sin Yat Kin will retire as the Directors by rotation at the AGM and, being eligible, will offer themselves for re-election as the Directors by the Shareholders at the AGM.
At the AGM, an ordinary resolution will be proposed to re-elect Mr. Wong Kit Lung Simon as an executive Director and Mr. Sin Yat Kin as the independent non-executive Director. None of the independent non-executive Directors of the Company had served more than nine years on the Board nor holding seven or more listed company directorship as at the Latest Practicable Date.
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LETTER FROM THE BOARD
The Board has duly considered the composition of the members of the Board. In order to better achieve the objectives of the board diversity policy, with the recommendation of the nomination committee of the Board (the "Nomination Committee"), the Board has decided to propose the re-election of Mr. Wong Kit Lung Simon as an executive Director and Mr. Sin Yat Kin as the independent non-executive Director at the AGM. The nominations were made in accordance with the nomination policy and the nomination criteria (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience and qualifications, skills, knowledge and length of service), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company, details of which are set out in the 2024 annual report of the Company. The Nomination Committee was also satisfied with the respective contributions of Mr. Wong Kit Lung Simon and Mr. Sin Yat Kin to the Board and their commitment to their roles. The Board is of the view that, Mr. Sin Yat Kin, who possesses rich experience in public service and is able to provide valuable professional advices to the Company, thus contributing to better corporate governance of the Company. In addition, Mr. Sin Yat Kin possesses education and public service backgrounds which are different from those of other Directors and the Board believes that he will bring diversity perspectives to the Board.
The Board has confirmed, Mr. Sin Yat Kin does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders, and does not hold any interests of the Company in any form. He has confirmed meeting the independence guidelines under Rule 3.13 of the Listing Rules. Accordingly, the Board considered him to be independent under the independence guidelines set out in Rule 3.13 of the Listing Rules. The Board also confirmed that, save as disclosed in this circular, Mr. Wong Kit Lung Simon does not have any relationship with other Directors and senior management.
Taking into consideration of Mr. Sin Yat Kin's valuable contributions, impartiality and independent judgment demonstrated at meetings of the Board and various Board committees and his respective contributions to the Board in the past, the Board is satisfied that Mr. Sin Yat Kin has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director. Mr. Sin Yat Kin's qualifications and related expertise will continue to bring a wide range of business expertise to the Board.
The Board believes that Mr. Wong Kit Lung Simon and Mr. Sin Yat Kin can commit sufficient time and contributions to assume their director's duties.
Biographical details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular. For further information about the composition and diversity of the Board and the Directors' attendance record at Board meetings, Board committee meetings and AGM held during the year ended 31 December 2024, please refer to the corporate government report of the 2024 annual report of the Company.
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LETTER FROM THE BOARD
AGM
A notice convening the AGM to be held at Hong Kong Playground Association — I+Plus Development and Exchange Centre at 3/F., MacPherson Place, 38 Nelson Street, Mongkok, Kowloon, Hong Kong on Thursday, 5 June 2025 at 3:30 p.m. is set out on pages 20 to 24 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the proposed grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate and the proposed re-election of Directors.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.lhgroup.com.hk. Whether or not you are able to attend the AGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 3:30 p.m. on Tuesday, 3 June 2025 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, and in such event, the instrument appointing a proxy shall be deemed revoked.
All the resolutions proposed to be approved at the AGM will be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and an announcement will be made by the Company after the AGM on the poll results of the AGM.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determination of eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend the AGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services 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 Friday, 30 May 2025.
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LETTER FROM THE BOARD
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.
RECOMMENDATION
The Directors consider the proposed grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate, the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully
For and on behalf of the Board
LH Group Limited
Wong Kit Lung Simon Prof, BBS, JP
Chairman
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which is summarised below.
(a) The shares proposed to be purchased by the company are fully paid-up;
(b) The company has previously sent to its shareholders an explanatory statement complying with the provisions of Rule 10.06(1)(b) of the Listing Rules; and
(c) The shareholders of the company have given a specific approval or a general mandate to the directors of the company to make the purchase(s), by way of an ordinary resolution which complies with the provisions of Rule 10.06(1)(c) of the Listing Rules and which has been passed at a general meeting of the company duly convened and held.
2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSON
The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
3. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 fully paid Shares. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares and did not hold any treasury Shares.
Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 80,000,000 fully paid Shares, representing 10% of the total number of issued Shares as at the date of passing of the resolution.
4. REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and Shareholders as a whole.
5. FUNDING OF REPURCHASES
Repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available for the purpose in accordance with the applicable laws of the Cayman Islands and the memorandum of association of the Company and the Articles of Association.
An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2024, being the financial year end date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
6. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| May | 0.840 | 0.800 |
| June | 0.830 | 0.700 |
| July | 0.740 | 0.600 |
| August | 0.620 | 0.390 |
| September | 0.400 | 0.345 |
| October | 0.455 | 0.370 |
| November | 0.455 | 0.395 |
| December | 0.520 | 0.430 |
| 2025 | | |
| January | 0.500 | 0.460 |
| February | 0.485 | 0.450 |
| March | 0.475 | 0.380 |
| April | 0.415 | 0.350 |
| May (up to the Latest Practicable Date) | 0.420 | 0.380 |
7. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the AGM.
Neither the explanatory statement on the Repurchase Mandate nor the proposed share repurchase has any unusual features. The Directors will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and applicable laws of the Cayman Islands.
APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, the following Shareholders are interested in more than 10% of the Shares then in issue:
| Name of Shareholder(s) | Number of Shares | Capacity | Approximate percentage of shareholding |
|---|---|---|---|
| LHG Holdings Limited | |||
| ("LHG Holdings")^{(1)} | 600,000,000 | Beneficial owner | 75% |
| Mr. Wong Kit Lung Simon^{(5)} | 600,000,000 | Interest held jointly with other persons; interest in a controlled corporation | 75% |
| Ms. Ko Sau Chee Grace^{(5)} | 600,000,000 | Interest held jointly with other persons; interest in a controlled corporation | 75% |
| Mr. Ko Cheuk Kuen^{(5)} | 600,000,000 | Interest held jointly with other persons; interest in a controlled corporation | 75% |
| Mr. Wong Yiu Hung^{(5)} | 600,000,000 | Interest held jointly with other persons; interest in a controlled corporation | 75% |
| Mr. Liu Kai Ming^{(5)} | 600,000,000 | Interest held jointly with other persons; interest in a controlled corporation | 75% |
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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
| Name of Shareholder(s) | Number of Shares | Capacity | Approximate percentage of shareholding |
|---|---|---|---|
| Mr. Liu Chi Hung Peter (5) | 600,000,000 | Interest held jointly with other persons; interest in a controlled corporation | 75% |
| Mr. Lau Kwong Kwan (5) | 600,000,000 | Interest held jointly with other persons; interest in a controlled corporation | 75% |
| Hop Kwan Holdings Limited (“Hop Kwan”) (2)(5) | 600,000,000 | Interest held jointly with other persons; interest in a controlled corporation | 75% |
| Mr. Lam Kwan Ying (2)(3)(5) | 600,000,000 | Interest of spouse; interest held jointly with other persons; interest in a controlled corporation | 75% |
| Ms. Chan Wai Chun (2)(4)(5) | 600,000,000 | Interest of spouse; interest held jointly with other persons; interest in a controlled corporation | 75% |
Notes:
(1) LHG Holdings is an investment-holding company incorporated in the British Virgin Islands and owned as to 29.03%, 2.99%, 11.99%, 11.99%, 11.99%, 10.01% and 10.01% by Mr. Wong Kit Lung Simon, Mr. Wong Yiu Hung, Mr. Liu Kai Ming, Mr. Liu Chi Hung Peter, Mr. Lau Kwong Kwan, Hop Kwan, Mr. Ko Cheuk Kuen and Ms. Ko Sau Chee Grace respectively.
(2) Mr. Lam Kwan Ying and Ms. Chan Wai Chun each owns 18.33% and 68.33% of Hop Kwan respectively and therefore under the SFO, Mr. Lam Kwan Ying and Ms. Chan Wai Chun are deemed or taken to be interested in the Shares held by Hop Kwan.
(3) Mr. Lam Kwan Ying is the spouse of Ms. Chan Wai Chun and is deemed or taken to be interested in all the Shares in which Ms. Chan Wai Chun has, or is deemed to have, an interest for the purpose of the SFO.
(4) Ms. Chan Wai Chun is the spouse of Mr. Lam Kwan Ying and is deemed or taken to be interested in all the Shares in which Mr. Lam Kwan Ying has, or is deemed to have, an interest for the purpose of the SFO.
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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
(5) Mr. Wong Kit Lung Simon, Mr. Ko Cheuk Kuen, Mr. Wong Yiu Hung, Mr. Liu Kai Ming, Mr. Liu Chi Hung Peter, Mr. Lau Kwong Kwan, Hop Kwan, and Ms. Ko Sau Chee Grace are parties acting in concert (having the meaning ascribed to it under the Takeovers Code). Under SFO, Mr. Lam Kwan Ying and Ms. Chan Wai Chun are deemed or taken to be interested in the Shares held by Hop Kwan. As such, Mr. Wong Kit Lung Simon, Mr. Ko Cheuk Kuen, Mr. Wong Yiu Hung, Mr. Liu Kai Ming, Mr. Liu Chi Hung Peter, Mr. Lau Kwong Kwan, Hop Kwan, Mr. Lam Kwan Ying, Ms. Chan Wai Chun and Ms. Ko Sau Chee Grace will for the purpose of the SFO together through LHG Holdings control 75% of the entire share capital of the Company.
On the basis that no further Shares are issued and there is no change of the shareholding structure, an exercise of the Repurchase Mandate in full will not result in any of the above Shareholders becoming obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of the above Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.
8. SHARES REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the previous six months preceding the Latest Practicable Date.
9. TREASURY SHARES
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those Shares were registered in the Company's own name as treasury Shares, which may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the relevant dividends or distributions.
If the Company undertakes Share repurchase, the Company may (i) cancel the repurchased Shares; and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:
(1) MR. WONG KIT LUNG SIMON ("Mr. Wong")
Mr. Wong Kit Lung Simon (黃傑龍), Prof. BBS. JP, aged 51, was appointed as the Director on 20 June 2017 and was re-designated as executive Director on 8 August 2017. Mr. Wong is the Chairman and Chief Executive Officer of the Group and is the chairperson of the Nomination Committee and a member of the remuneration committee of the Board. He is a director of all subsidiaries of the Group. He is primarily responsible for the overall management, strategic planning, brand management, business development, public relations and cooperation of the Group. In carrying out his responsibilities, Mr. Wong has provided the Group with leadership, vision with reformation, marketing and public relations strategies. Mr. Wong has over 27 years of working and management experience in the engineering and restaurant management sectors.
Mr. Wong holds various public positions in Hong Kong, including:
| Year of Appointment | Organization | Current Position |
|---|---|---|
| 2025 | Employees Retraining Board | Chairman |
| 2025 | Human Resources Planning Committee | Member |
| 2024 | Energy Advisory Committee | Chairman |
| 2024 | Town Planning Board | Member |
| 2023 | Community Care Fund | Vice Chairman |
| 2023 | Major Sports Events Committee | Member |
| 2020 | Quality Tourism Services Association | Chairman |
| 2019 | Hong Kong Tourism Board | Member |
| 2017 | Catering Industry Training Advisory Committee | Chairman |
| 2016 | Hong Kong Japanese Food and Cuisine Association | Founding Chairman |
| 2014 | Institute of Dining Professionals | Honorary President |
| 2012 | Food Business and Related Services Task Force of the Business Facilitation Advisory Committee | Member |
Mr. Wong graduated from the University of New South Wales, Australia with a bachelor's degree in Civil Engineering in 1997 and from the Charles Sturt University, Australia with a master's degree in Business Administration (Electronic Commerce) through distance learning in 2001. Mr. Wong became a member of the Institution of Highways & Transportation in the United Kingdom in 1999. He was elected as a member and Chartered Professional Engineer of Engineers
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Australia and a Registered Professional Engineer in the civil practice area of the National Professional Engineers Register in Australia in 2001. In the same year, he was admitted as a member and Chartered Civil Engineer of the Institution of Civil Engineers in the United Kingdom. Subsequently, he was registered by the Engineering Council in the United Kingdom in 2002 to use the title of Chartered Engineer. Mr. Wong, who has satisfied the requirements under the Recognition of Prior Learning mechanism (Chinese Catering Industry), obtained a Statement of Attainment in Control Cost of Chinese Catering Organizations (Level 4) by the Vocational Training Council in Hong Kong in December 2017.
He is an entrepreneur with a solid engineering background, actively making innovative changes to the Food & Beverage industry and promoting environmental-friendly and socially responsible policies. The College of Business, City University of Hong Kong appointed him as an Adjunct Professor in 2019. With effect from August 2024, he was appointed as a member of Committee of Overseers, Lee Woo Sing College, The Chinese University of Hong Kong. He was appointed as a Justice of the Peace in 2014 and was awarded the Bronze Bauhinia Star by the HKSAR Government in 2021.
Mr. Wong has entered a service contract with the Company for a term of three years commencing from the 30 May 2024, and will continue thereafter until terminated by not less than one month's notice in writing served by either party or the other. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. For the year ended 31 December 2024, Mr. Wong received remuneration of HK$4,553,520, inclusive of discretionary bonus of HK$1,058,000. The remuneration of Mr. Wong is determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to his qualifications, experience and duties and responsibilities with the Company and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Wong was deemed to be interested in 600,000,000 Shares held by LHG Holdings Limited. Save as disclosed, Mr. Wong did not have, and is not deemed to have, any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO as at the Latest Practicable Date.
Mr. Wong is the son of substantial shareholder, Mr. Wong Yiu Hung. Save as disclosed above, Mr. Wong did not have any relationship with other Directors, senior management, or substantial or controlling shareholders of the Company nor hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or Overseas in the past three years.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
There is no information relating to the re-election of Mr. Wong that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter relating to Mr. Wong that needs to be brought to the attention of the Shareholders and the Stock Exchange.
(2) MR. SIN YAT KIN ("Mr. Sin")
Mr. Sin Yat Kin (單日堅), SBS, CSDSM, JP, aged 67, has been appointed as the independent non-executive Director with effect from 30 May 2018. Mr. Sin is also the chairperson of the remuneration committee and a member of each of the Nomination Committee and the audit committee of the Company. Mr. Sin has more than 40 years of experience in public corporate governance.
Prior to joining the Group, from June 1979 to December 2014, Mr. Sin worked at the Hong Kong Correctional Services Department where his final position was the Commissioner of Correctional Services. From September 2016 to present, he has been the consultation council member of the Hong Kong Army Cadets Association. From April 2019 to present, he has been the council member of The Hong Kong Polytechnic University. From July 2021 to present, he has been the chairman of the Hong Kong Playground Association. Since January 2022, Mr. Sin has been the member of the Social Workers Registration Board, and the director of Hotel ICON. From April 2023 to present, Mr. Sin has been the member of the Hospital Governing Committee of Tung Wah Hospital & Tung Wah Eastern Hospital & TWGHs Fung Yiu King Hospital. Since August 2023, Mr. Sin has been the non-executive vice chairman of AMTD Group.
Mr. Sin obtained his Master of Social Sciences degree from The University of Hong Kong in December 2002. Mr. Sin was awarded a 2007 Hong Kong Correctional Services Medal for Distinguished Service. He was awarded a 2009 Chief Executive's Commendation for Government/ Public Service and a 2014 Silver Bauhinia Star in Hong Kong. Since July 2021, he has been appointed as Justice of the Peace.
Mr. Sin has entered into a letter of appointment with the Company for a term of three years commencing from 5 May 2024 and is subject to termination in certain circumstances as stipulated in the relevant letters of appointment. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to such letter of appointment, he is entitled to the annual director's fee of HK$240,000. For the year ended 31 December 2024, Mr. Sin received a director's fee of HK$240,000. The remuneration of Mr. Sin is determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to his qualifications, experience and duties and responsibilities with the Company and the prevailing market conditions.
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
As at the Latest Practicable Date, save as disclosed herein, Mr. Sin did not hold any directorship in other public company in the last three years or any other position with the Company or any of its subsidiaries and did not have any relationship with any other directors, senior management or substantial or controlling shareholder of the Company.
As at the Latest Practicable Date, Mr. Sin did not have any interest or short position 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.
There is no information relating to the re-election of Mr. Sin that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter relating to Mr. Sin that needs to be brought to the attention of the Shareholders and the Stock Exchange.
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NOTICE OF ANNUAL GENERAL MEETING
LHGROUP
叙福樓集團
LH GROUP LIMITED
叙福樓集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1978)
NOTICE IS HEREBY GIVEN that an annual general meeting of LH Group Limited (the "Company") will be held at Hong Kong Playground Association — I+Plus Development and Exchange Centre at 3/F., MacPherson Place, 38 Nelson Street, Mongkok, Kowloon, Hong Kong on Thursday, 5 June 2025 at 3:30 p.m. for the following purposes:
-
To receive and consider the audited consolidated financial statements of the Company and its subsidiaries, report of directors (each a "Director") and the independent auditor's report for the year ended 31 December 2024;
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(a) To re-elect Mr. Wong Kit Lung Simon as an executive Director;
(b) To re-elect Mr. Sin Yat Kin as an independent non-executive Director;
(c) To authorise the board of Directors to fix the remuneration of Directors;
- To re-appoint PricewaterhouseCoopers as the auditors of the Company and to authorise the board of Directors to fix their remuneration;
To, as special business, consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:
- "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and/or deal with shares of the Company (the "Shares") and to make or grant offers, agreements and
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NOTICE OF ANNUAL GENERAL MEETING
options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
(aa) 20% of the total number of shares of the Company in issue on the date of the passing of this resolution (excluding treasury Shares); and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of shares of the Company in issue on the date of the passing of resolution no. 5), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act (as consolidated and revised) of the Cayman Islands (the "Companies Act") or any other applicable law of Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
(e) 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."
- "THAT:
(a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(b) the number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of the passing of this resolution (excluding treasury Shares) and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act or any other applicable law of Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
- “THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the number of shares of the Company in issue referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”
By order of the Board
LH Group Limited
Wong Kit Lung Simon Prof, BBS, JP
Chairman
Hong Kong, 9 May 2025
Registered office:
Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
Principal place of business in Hong Kong:
Unit 03, L22, Tower 1
Enterprise Square Five
38 Wang Chiu Road
Kowloon Bay, Kowloon
Hong Kong
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one proxy or, if the member holds two or more Shares, to appoint more than one proxy, to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting (the “AGM”) to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
-
In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 3:30 p.m. on Tuesday, 3 June 2025 (Hong Kong time)) or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof, should he so wish.
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In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the Listing Rules.
-
In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 9 May 2025.
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For the purpose of determination of eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend the AGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services 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 Friday, 30 May 2025.
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