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L.K. Technology Holdings Limited Proxy Solicitation & Information Statement 2025
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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 you should take, you should consult a stockbroker 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 L.K. Technology Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker 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.
力勤科技集團有限公司
L.K. Technology Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 558)
PROPOSALS FOR GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES
RE-ELECTION OF DIRECTORS
DECLARATION AND PAYMENT OF DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting (as defined herein) to be held at The Garden Rooms, 2/F, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Friday, 5 September 2025, at 10:00 a.m. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy accompanying the notice of the Annual General Meeting in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, 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 Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person the Annual General Meeting or any adjournment thereof (as the case may be) if you so wish and in such event, the form of proxy will be deemed to be revoked.
No gifts, food or beverages will be provided at the Annual General Meeting.
25 July 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
- Introduction 3
- General Mandates to Issue New Shares and Repurchase Shares 4
- Re-election of Retiring Directors 4
- Declaration and Payment of Final Dividend and Closure of Register of Members 5
- Annual General Meeting 6
- Recommendation 6
- General Information 7
APPENDIX I — EXPLANATORY STATEMENT 8
APPENDIX II — DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING 12
NOTICE OF ANNUAL GENERAL MEETING 14
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at The Garden Rooms, 2/F, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Friday, 5 September 2025 at 10:00 a.m. (or any adjournment thereof)
"Board"
the board of Directors
"Company"
L.K. Technology Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Stock Exchange
"Directors"
the directors of the Company
"Extension Mandate"
as defined in paragraph 2(c) of the Letter from the Board in this circular
"Girgio"
Girgio Industries Limited, a company incorporated in the British Virgin Islands and is owned as to 95% by Full Profit Asset Limited which is wholly-owned by HSBC International Trustee Limited (as trustee of The Liu Family Trust, in which Ms. Chong Siw Yin, Mr. Liu Zhuo Ming and Miss Liu Ying Ying are beneficiaries) and 5% by Mr. Liu Siong Song
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
as defined in paragraph 2(a) of the Letter from the Board in this circular
"Latest Practicable Date"
17 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"
the People's Republic of China
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| DEFINITIONS | |
|---|---|
| “Record Date” | 15 September 2025, being the date for determination of entitlements to the proposed final dividend |
| “Repurchase Mandate” | as defined in paragraph 2(b) of the Letter from the Board in this circular |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong |
| “Share(s)” | ordinary share(s) of HK$0.10 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 |
| “Takeovers Code” | the Hong Kong Code on Takeovers and Mergers and Share Buy-backs |
| “treasury share(s)” | the meaning ascribed to it in the Listing Rules |
| “%” | per cent |
LETTER FROM THE BOARD
力勤科技集團有限公司
L.K. Technology Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 558)
Executive Directors:
Ms. Chong Siw Yin (Chairperson)
Mr. Liu Zhuo Ming (Chief Executive Officer)
Mr. Tse Siu Sze
Independent Non-executive Directors:
Dr. Low Seow Chay
Dr. Lui Ming Wah, PhD, SBS, JP
Mr. Look Andrew
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Principal Place of Business
in Hong Kong:
Unit A, 8th Floor
Mai Wah Industrial Building
1-7 Wah Sing Street
Kwai Chung
New Territories
Hong Kong
25 July 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES
RE-ELECTION OF DIRECTORS
DECLARATION AND PAYMENT OF DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with, information in respect of the resolutions to be proposed at the Annual General Meeting, among others, for (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the
LETTER FROM THE BOARD
Directors; (iii) the granting of the Extension Mandate to the Directors; (iv) the re-election of retiring Directors; and (v) the declaration and payment of the proposed dividend.
2. GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES
Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of general mandates to the Directors:
(a) to allot, issue and deal with the Shares of up to 20% of the number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing of such resolution (the "Issue Mandate");
(b) to purchase the Shares on the Stock Exchange of up to 10% of the number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing of such resolution (the "Repurchase Mandate"); and
(c) to extend the Issue Mandate by an amount representing the aggregate number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (the "Extension Mandate").
The Issue Mandate and Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in ordinary resolutions No. 5A and 5B set out in the notice of Annual General Meeting.
As at the Latest Practicable Date, the number of issued Shares of the Company comprised 1,364,391,500 Shares and the Company did not hold any treasury shares.
Subject to the passing of the proposed resolution in respect of the granting of the Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Issue Mandate to issue a maximum of 272,878,300 Shares (representing 20% of the Shares in issue as at the date of granting of the Issue Mandate).
An explanatory statement, as required by the Listing Rules to be given to Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular.
3. RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 87 of the articles of association of the Company, Mr. Liu Zhuo Ming and Dr. Low Seow Chay ("Dr. Low") shall retire from office by rotation and, being eligible, offer themselves for re-election at the Annual General Meeting.
The remuneration committee (the "Remuneration Committee") and nomination committee (the "Nomination Committee") of the Company had assessed and reviewed the annual confirmation of independence of Dr. Low based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that Dr. Low remains independent. Dr. Low, as a
LETTER FROM THE BOARD
member of Remuneration Committee and the chairman of Nomination Committee, abstained from voting on his nomination when it was being considered. The Remuneration Committee and the Nomination Committee had considered and nominated the above 2 retiring Directors to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting.
Accordingly, with the recommendation of the Remuneration Committee and Nomination Committee, the Board has proposed that all the above retiring Directors stand for re-election as Directors at the Annual General Meeting. Each of the above retiring Directors had abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the Annual General Meeting.
Dr. Low has served as an Independent Non-executive Director of the Company for more than 9 years. Dr. Low has a good understanding of the Group's operations and substantial experience in industrial sector. Dr. Low has demonstrated his ability to provide an independent view to the Company's matters and helped the Company to maintain strict corporate governance standards. The Board is of the view that Dr. Low is able to continue to fulfill his role as required and he is therefore considered as independent and is recommended to be re-elected.
Biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
4. DECLARATION AND PAYMENT OF FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS
The Board recommends the payment of a final dividend of HK4.5 cents per Share for the year ended 31 March 2025 to Shareholders whose names appear on the register of members of the Company on the Record Date. The proposed final dividend will be paid on or about Thursday, 2 October 2025, subject to the approval of the Shareholders at the Annual General Meeting.
The register of members of the Company will be closed during the following periods:
For determining the entitlement to attend and vote at the Annual General Meeting to be held on Friday, 5 September 2025, the register of members of the Company will be closed from Tuesday, 2 September 2025 to Friday, 5 September 2025 (both days inclusive), during which period no transfer of Shares of the Company will be registered. In order to qualify for attendance and voting at the Annual General Meeting, all transfers of Shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited of 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 Monday, 1 September 2025.
LETTER FROM THE BOARD
For determining the entitlement to the final dividend, the register of members of the Company will be closed from Monday, 15 September 2025 to Thursday, 18 September 2025, (both days inclusive) during which no transfer of Shares of the Company will be registered. In order to qualify for the final dividend, all transfers of Shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited of 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, 12 September 2025.
5. ANNUAL GENERAL MEETING
The notice of the Annual General Meeting is set out on pages 14 to 18 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate, the Repurchase Mandate, the Extension Mandate, the re-election of retiring Directors and the declaration and payment of the final dividend.
A form of proxy for use at the Annual General Meeting is enclosed with this circular. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting or any adjourned meeting thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.
All the resolutions set out in the notice of the Annual General Meeting will be decided by poll except where the chairperson of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by show of hands, as in accordance with the Listing Rules. The chairperson of the Annual General Meeting will explain the detailed procedures for conducting a poll at the Annual General Meeting.
6. RECOMMENDATION
The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of retiring Directors and the declaration and payment of a final dividend for the year ended 31 March 2025 are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
LETTER FROM THE BOARD
7. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the Appendices to this circular.
Yours faithfully
On behalf of the Board
L.K. Technology Holdings Limited
Chong Siw Yin
Chairperson
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APPENDIX I
EXPLANATORY STATEMENT
The following is an explanatory statement required under the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares of the Company comprised 1,364,391,500 Shares and the Company did not hold any treasury shares.
Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 136,439,150 Shares (representing 10% of the number of Shares in issue as at the date of granting of the Repurchase Mandate).
2. REASONS FOR REPURCHASE OF SHARES
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.
The Directors have no present intention to repurchase any Shares.
3. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purchase in accordance with the memorandum and articles of association of the Company, the Listing Rules and the applicable laws of the Cayman Islands. Repurchases pursuant to the Repurchase Mandate will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for such purpose or, subject to the articles of association of the Company and the laws of the Cayman Islands, out of capital provided that the Company is able to pay its debts as they fall due in the ordinary course of business. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided from out of the profits of the Company or out of sums standing to the credit of the share premium account of the Company or, subject to the articles of association of the Company and the laws of the Cayman Islands, out of capital provided that the Company is able to pay its debts as they fall due in the ordinary course of business.
There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2025 in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period.
APPENDIX I
EXPLANATORY STATEMENT
However, the Directors do not propose to exercise the 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. SHARE PRICES
The following table shows the highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the last twelve months:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| July | 3.64 | 2.72 |
| August | 3.01 | 2.34 |
| September | 3.68 | 2.22 |
| October | 4.39 | 2.82 |
| November | 4.45 | 2.93 |
| December | 3.26 | 2.66 |
| 2025 | | |
| January | 2.90 | 2.42 |
| February | 3.65 | 2.56 |
| March | 3.64 | 2.91 |
| April | 3.07 | 2.38 |
| May | 3.20 | 2.73 |
| June | 3.60 | 2.65 |
| July (up to the Latest Practicable Date) | 3.71 | 3.16 |
5. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases of Shares pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such resolution is approved by the Shareholders.
The Directors confirm that neither this explanatory statement nor the proposed repurchase has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
6. IMPLICATIONS UNDER THE TAKEOVERS CODE
If on the exercise of the powers to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, 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 Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, Girgio, being the controlling shareholder of the Company, held 849,078,004 Shares representing approximately 62.23% of the number of issued Shares of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, assuming that the present shareholdings and capital structure of the Company remain the same, the interests of Girgio in the issued Shares would be increased to approximately 69.15% of the total number of issued Shares of the Company. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of exercising power under the Repurchase Mandate.
The Directors have no present intention to repurchase any Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer or which will result in the amount of Shares held by the public being reduced to less than 25% of the total number of issued Shares of the Company.
APPENDIX I
EXPLANATORY STATEMENT
7. SHARE REPURCHASE MADE BY THE COMPANY
During the year ended 31 March 2025 and up to the Latest Practicable Date, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the listed securities of the Company.
The Company may cancel the repurchased Shares and/or hold such Shares as treasury shares, subject to market conditions and its capital management needs at the relevant time of the repurchase of Shares.
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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The biographical details of the Directors to be re-elected at the Annual General Meeting are set out below:
DETAILS OF RETIRING DIRECTORS
Mr. Liu Zhuo Ming, aged 39, is the Chief Executive Officer and an Executive Director of the Company. Mr. Liu joined the Group in October 2008 and has served in a number of positions in the Group. He was appointed as an Executive Director in April 2014 and was appointed as the Chief Executive Officer in April 2017. Mr. Liu is also a director of certain subsidiaries of the Company. He graduated from Oregon State University, USA with a bachelor's degree in Computer Science. Mr. Liu has extensive experience in business operations and management. Mr. Liu is the son of Ms. Chong Siw Yin (the Chairperson of the Board and an Executive Director of the Company) and Mr. Liu Siong Song (the strategic and technical consultant and controlling shareholder of the Company).
Mr. Liu is a beneficiary of The Liu Family Trust. As at the Latest Practical Date, Mr. Liu is deemed to be interested in the 849,078,004 shares in the Company held by Girgio, representing approximately 62.23% of the issued share capital of the Company. Also, Mr. Liu is deemed to be interested in 1,000,000 share options granted by the Company representing approximately 0.07% of the issued share capital of the Company.
Mr. Liu has entered into a service contract with the Company for a term of three years commencing on 1 April 2023. Mr. Liu is entitled to an emolument of HK$1,560,000 per annum and a discretionary bonus which will be determined with reference to individual performance and profit level of the Group for the year. The remuneration package entitled by Mr. Liu is determined by the Board with reference to his experience, duties and responsibilities and prevailing market conditions.
Dr. Low Seow Chay, aged 75, was appointed as an Independent Non-executive Director of the Company in September 2004. He was the associate professor of the Nanyang Technological University of Singapore before his retirement in November 2012. Dr. Low has more than 30 years of teaching (and research) experience in mechanical engineering. He is a former member of the Parliament of Singapore serving the term from 1988 to 2006, and was a board member of Hor Kew Corporation Limited and a board member of Casa Holdings Limited, both are publicly listed companies in Singapore. Dr. Low received a Doctor of Philosophy Degree from The University of Manchester, U.K.
Dr. Low has entered into a service contract with the Company for a term of three years. He is entitled to a director's fee of HK$220,000 per annum and an additional fee of HK$90,000 per annum for acting as chairman of the Nomination Committee, which is determined with reference to his duties and responsibilities.
Save as disclosed above, so far as the Directors are aware, as at the Latest Practicable Date, (i) none of the above two Directors has any interest (within the meaning of Part XV of the
APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
SFO) in the securities of the Company; (ii) none of the two retiring Directors holds, or in the past three years held, any directorship in any public company the securities of which are listed on any securities market in Hong Kong or overseas and other major appointments and professional qualifications; and (iii) none of the them has any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company.
In relation to the proposed re-election of the above two retiring Directors, there is no information which is discloseable nor is/was any of the two retiring Directors involved in any of the matters required to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
力勤科技集團有限公司
L.K. Technology Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 558)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of L.K. Technology Holdings Limited (the "Company") will be held at The Garden Rooms, 2/F, The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Friday, 5 September 2025, at 10:00 a.m. for the purpose of transacting the following businesses:
ORDINARY RESOLUTIONS
- To receive, consider and adopt the audited financial statements and the reports of the Directors and the auditor for the year ended 31 March 2025.
- To declare a final dividend of HK4.5 cents per share for the year ended 31 March 2025.
3A. (i) To re-elect Mr. Liu Zhuo Ming as an executive Director of the Company.
(ii) To re-elect Dr. Low Seow Chay (who has served as an independent non-executive Director for more than 9 years) as an independent non-executive Director of the Company.
3B. To authorise the board of Directors to fix the Directors' remuneration. -
To re-appoint Messrs. PricewaterhouseCoopers as auditor of the Company and to authorise the board of Directors to fix their remuneration.
-
14 -
NOTICE OF ANNUAL GENERAL MEETING
- As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
A. “THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares (“Shares”) in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of the issued Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) exercise of any share options or options under any share option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; (iii) the exercise of the subscription rights or conversion rights under the terms of any warrants issued by the Company or any securities which are convertible into Shares; and (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the total number of issued Shares of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
B. “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the total number of the Shares of the Company authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares of the Company as at the date of passing this resolution and the said approval 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 expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and
(iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution.”
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NOTICE OF ANNUAL GENERAL MEETING
C. “THAT conditional on the passing of the resolutions set out in paragraphs 5A and 5B of the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to the resolution set out in paragraph 5A of the notice convening this meeting be and is hereby extended by the addition to the total number of issued Shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the total number of issued Shares of the Company repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 5B of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the number of issued Shares of the Company as at the date of passing this resolution.”
By Order of the Board
L.K. Technology Holdings Limited
Ng Ka Man
Company Secretary
Hong Kong, 25 July 2025
Principal Place of Business in Hong Kong:
Unit A, 8th Floor
Mai Wah Industrial Building
1–7 Wah Sing Street
Kwai Chung
New Territories
Hong Kong
Notes:
-
Where there are joint registered holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company shall, in respect of such Share, be entitled alone to vote in respect thereof.
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A form of proxy for use at the Annual General Meeting is enclosed with the circular to the members of the Company.
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A member entitled to attend and vote at the Annual General Meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy. A proxy need not be a member of the Company. In order to be valid, forms 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 of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. no later than 10:00 a.m. on 3 September 2025) or adjourned meeting thereof.
NOTICE OF ANNUAL GENERAL MEETING
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Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Annual General Meeting. If such member attends the Annual General Meeting, however, his form of proxy will be deemed to have been revoked.
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For determining the entitlement to attend and vote at the Annual General Meeting to be held on Friday, 5 September 2025, the register of members of the Company will be closed from Tuesday, 2 September 2025 to Friday, 5 September 2025 (both days inclusive), during which period no transfer of Shares of the Company will be registered. In order to qualify for attendance and voting at the Annual General Meeting, all transfers of Shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited of 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 Monday, 1 September 2025.
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For determining the entitlement to the final dividend, the register of members of the Company will be closed from Monday, 15 September 2025 to Thursday, 18 September 2025, (both days inclusive) during which no transfer of Shares of the Company will be registered. In order to qualify for the final dividend, all transfers of Shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited of 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, 12 September 2025.
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If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above or “extreme conditions” announced by the Government of Hong Kong Special Administrative Region is in force in Hong Kong at 8:00 a.m. on Friday, 5 September 2025, the Annual General Meeting will not be held on that day. The Company will post an announcement on website (www.lk.world) and the HKEXnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting.
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In accordance with the relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the chairperson of the board has indicated that she would direct that each of the resolutions set out in the notice of the Annual General Meeting be voted on by poll.
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A circular containing the information regarding, inter alia, the Directors proposed to be re-elected, the general mandates to issue Shares and to repurchase Shares of the Company and the declaration and payment of the final dividend will be sent to the members of the Company.
As at the date hereof, the executive Directors of the Company are Ms. Chong Siw Yin, Mr. Liu Zhuo Ming and Mr. Tse Siu Sze; and the independent non-executive Directors of the Company are Dr. Low Seow Chay, Dr. Lui Ming Wah PhD, SBS, JP and Mr. Look Andrew.
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