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SFK Construction 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 to be taken, you should consult your 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 SFK Construction Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, registered dealer in securities 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.
SFK Construction Holdings Limited
新福港建設集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 1447)
PROPOSALS FOR GENERAL MANDATES TO ISSUE
AND REPURCHASE SHARES, RE-ELECTION OF
RETIRING DIRECTORS AND FINAL DIVIDEND
AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the “AGM”) of SFK Construction Holdings Limited (the “Company”) to be held at 7/F, High Fashion Centre, 1–11 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong on Thursday, 22 May 2025 at 10:30 a.m. is set out on pages 17 to 21 of this circular.
A form of proxy for use by the shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to read this circular and complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM 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 adjourned meeting should you so wish.
15 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — EXPLANATORY STATEMENT FOR THE
BUYBACK MANDATE ... 11
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING
DIRECTORS PROPOSED FOR RE-ELECTION ... 14
NOTICE OF ANNUAL GENERAL MEETING ... 17
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be held at 7/F, High Fashion Centre, 1-11 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong on Thursday, 22 May 2025 at 10:30 a.m., the notice of which is set out on pages 17 to 21 of this circular, or any adjournment thereof
"AGM Notice"
the notice convening the AGM as set out on pages 17 to 21 of this circular
"Board"
the board of Directors
"Buyback Mandate"
a general unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase the Shares for a total number not exceeding 10% of the number of the issued Shares as at the date of the passing of the relevant resolution
"Bye-laws"
the bye-laws of the Company adopted on 19 November 2015 and effective from 10 December 2015 as amended, supplemented or otherwise modified from time to time
"Company"
SFK Construction Holdings Limited (Stock Code: 1447), an exempted company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange
"Controlling Shareholder(s)"
has the meaning ascribed thereto under the Listing Rules, and unless the context otherwise requires, refer to SFK Group, Good Target and Mr. Lo
"Director(s)"
the director(s) of the Company
"Good Target"
Good Target Limited, a company incorporated in the British Virgin Islands with limited liability on 8 May 1997 and wholly owned by Mr. Lo
"Group"
the Company and its subsidiaries
"HK$" and "HK cent(s)"
Hong Kong dollar(s) and Hong Kong cent(s), respectively, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
- 1 -
DEFINITIONS
"Issue Mandate"
a general unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares for an aggregate number not exceeding 20% of the number of the issued Shares as at the date of the passing of the relevant resolution
"Latest Practicable Date"
7 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"Mr. Lo"
Mr. Lo Kai Shui, one of the Controlling Shareholders
"Register"
the register of members of the Company
"SFK Group"
Sun Fook Kong Group Limited, a company incorporated in the British Virgin Islands with limited liability on 8 June 1999, which is owned as to approximately 71.39% by Good Target, 18.94% by Ocean Asset Holdings Limited, 3.54% by Growth Asset Holdings Limited and 6.13% by companies controlled by family members of Mr. Lo
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
the ordinary share(s) of the Company with nominal value of HK$0.1 each
"Share Registrar"
Tricor Investor Services Limited, being the Hong Kong branch share registrar 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 meaning ascribed thereto under the Listing Rules
- 2 -
DEFINITIONS
“Takeovers Code”
the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong, as amended, supplemented or otherwise modified from time to time
“%”
per cent
– 3 –
LETTER FROM THE BOARD
SFK Construction Holdings Limited
新福港建設集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 1447)
Executive Directors:
Mr. CHAN Ki Chun (Chairman)
Mr. YUNG Kim Man
Mr. YEUNG Cho Yin, William
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Independent non-executive Directors:
Mr. JIM Fun Kwong, Frederick
Mr. CHAN Kim Hung, Simon
Dr. KOU Zhihui
Headquarters, head office and principal place of business in Hong Kong:
7/F, High Fashion Centre
1-11 Kwai Hei Street
Kwai Chung
New Territories
Hong Kong
15 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with the AGM Notice and the relevant information regarding the resolutions to be proposed at the AGM relating to:
(a) the granting of the Issue Mandate to the Directors;
(b) the granting of the Buyback Mandate to the Directors;
(c) the granting of the extension mandate to extend the Issue Mandate by the addition of an amount representing the number of the issued Shares repurchased by the Company pursuant to the Buyback Mandate;
LETTER FROM THE BOARD
(d) the re-election of the retiring Directors;
(e) the re-appointment of the auditor of the Company; and
(f) the declaration of a final dividend.
2. THE ISSUE MANDATE
The Directors have been granted a general unconditional mandate to allot, issue and deal with the Shares pursuant to the ordinary resolution passed at the annual general meeting of the Company held on 23 May 2024 (the "2024 AGM"). As at the Latest Practicable Date, such general mandate has not been utilized and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to allot, issue and deal with the Shares for an aggregate number not exceeding 20% of the number of the issued Shares as at the date of the passing of the relevant resolution.
Details of the Issue Mandate are set out in the ordinary resolution as referred to in resolution no. 6 of the AGM Notice.
3. THE BUYBACK MANDATE
The Directors have been granted a general unconditional mandate to exercise all powers of the Company to repurchase the Shares pursuant to the ordinary resolution passed at the 2024 AGM. As at the Latest Practicable Date, such buyback mandate has not been utilized and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to exercise all powers of the Company to repurchase the Shares for a total number not exceeding 10% of the number of the issued Shares as at the date of the passing of the relevant resolution.
An explanatory statement giving the particulars required under the Listing Rules in respect of the Buyback Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution is set out in Appendix I to this circular.
Details of the Buyback Mandate are set out in the ordinary resolution as referred to in resolution no. 7 of the AGM Notice.
The Issue Mandate and the Buyback Mandate will remain in effect until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying such mandate.
As at the Latest Practicable Date, the Company has in issue an aggregate of 400,000,000 Shares. Subject to the passing of the proposed resolutions for the approval of the Issue Mandate and the Buyback Mandate and on the basis that no further Shares are issued or
LETTER FROM THE BOARD
repurchased during the period from the Latest Practicable Date until the AGM, the Company would be allowed to allot, issue and deal with a maximum of 80,000,000 Shares and to repurchase a maximum of 40,000,000 Shares, respectively.
4. EXTENSION OF ISSUE MANDATE
In addition, if the Issue Mandate and the Buyback Mandate are granted, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by the addition to the number of the Shares which may be issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the Directors pursuant to the Issue Mandate of an amount representing the number of the issued Shares repurchased by the Company pursuant to the Buyback Mandate.
Details of the extension of the Issue Mandate are set out in the ordinary resolution as referred to in resolution no. 8 of the AGM Notice.
5. RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to Bye-law no. 84(1) of the Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years.
Pursuant to Bye-law no. 84(2) of the Bye-laws, a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
In accordance with the above provisions of the Bye-laws, Mr. YUNG Kim Man ("Mr. Yung"), Mr. JIM Fun Kwong, Frederick ("Mr. Jim") and Dr. KOU Zhihui ("Dr. Kou") will retire from office and, being eligible, offer themselves for re-election as Directors at the AGM. Biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
Pursuant to code provision B.2.3 of the Corporate Governance Code set out in Appendix C1 to the Listing Rules, any further appointment of independent non-executive Director serving for more than nine years should be subject to a separate resolution to be approved by the Shareholders. As Mr. Jim has served as an independent non-executive director of the Company for more than 9 years since 19 November 2015, a separate resolution will be proposed for his re-election at the 2025 AGM to be approved by Shareholders.
LETTER FROM THE BOARD
Taking into consideration of Mr. Jim's valuable contributions, impartiality and independent judgement demonstrated at meetings of the Board and the Audit Committee and his contributions to the Board in the past, and having considered that the continued appointment of Mr. Jim as long serving independent non-executive Director would not affect his exercise of independent judgements, the Board is satisfied that Mr. Jim has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director. Mr. Jim's qualifications and related expertise will continue to bring a wide range of business expertise to the Board. Being a long-serving Director, Mr. Jim has developed an in-depth understanding of the Company's operations and business, and has expressed objective views and given independent insights to the Company over the years. There is no empirical evidence that the long service of Mr. Jim would impair his independent judgements.
As such, the Board voted in favour of the motion considered at a Board meeting held on 25 March 2025 (with Mr. Jim himself abstaining from voting) that the re-election of Mr. Jim as an independent non-executive Director is in the interests of the Company and the Shareholders as a whole and the Board therefore recommended the Shareholders to vote in favour of the re-election of Mr. Jim as an independent non-executive Director.
On 25 March 2025, the nomination committee of the Board (the "Nomination Committee"), having reviewed the composition of the Board, nominated the retiring Directors Mr. Yung, Mr. Jim and Dr. Kou to the Board for it to recommend to the Shareholders for re-election at the AGM. Dr. Kou, being a member of the Nomination Committee, abstained from discussion and voting at the Nomination Committee meeting her respective nomination.
The nominations were made in accordance with the nomination policy of the Company and the objective criteria (including skills, knowledge, experience and professional expertise, character and integrity and potential time commitment for the Board and/or committee responsibilities), with due regard to the benefits of diversity as set out under the board diversity policy of the Company. The Nomination Committee has also taken into account the respective contributions of Mr. Yung, Mr. Jim and Dr. Kou to the Board and their commitment to their roles.
The Nomination Committee considered that in view of their diverse and different educational backgrounds and professional knowledge and experience as set out in Appendix II to this circular, Mr. Yung, Mr. Jim and Dr. Kou will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Company's business. The Nomination Committee was also satisfied with the independence of Mr. Jim and Dr. Kou having regard to the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Jim and Dr. Kou was not involved in the daily management of the Company and were not in any relationships which would interfere with the exercise of their independent judgment.
Mr. Jim and Dr. Kou, who are proposed to be re-elected as an independent non-executive Director, confirmed to the Company that they did not, as at the Latest Practicable Date, hold seven or more directorship in any listed companies.
- 7 -
LETTER FROM THE BOARD
On 25 March 2025, the Board accepted the Nomination Committee's nominations, considered that Mr. Jim was still independent in accordance with the independence guidelines set out in the Listing Rules and would be able to devote sufficient time to the Board and continue to provide balanced and objective view to the Company's affairs as well as resolved to recommend Mr. Yung, Mr. Jim and Dr. Kou to stand for re-election by the Shareholders at the AGM. The Board considers that the re-election of Mr. Yung, Mr. Jim and Dr. Kou as the Directors is in the best interest of the Company and Shareholders as a whole. Mr. Yung, Mr. Jim and Dr. Kou abstained from discussion and voting at the Board meeting regarding their respective nominations.
Further information about the Board's composition and diversity and Directors' attendance record at the Board/committee meetings for the year of 2024 are disclosed in the corporate governance report of the 2024 annual report of the Company.
All independent non-executive Director except Dr. Kou Zhihui, have served the Board for more than nine years. The length of tenure of all independent non-executive Directors, namely Mr. Jim Fun Kwong, Frederick, Mr. Chan Kim Hung, Simon and Dr. Kou Zhihui with the Company as at the Latest Practicable Date was more than 9 years and 9 years and almost 2 years.
6. RE-APPOINTMENT OF THE AUDITOR
Cheng & Cheng Limited will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment at the AGM.
7. DECLARATION OF FINAL DIVIDEND
As announced by the Company in its final results announcement dated 25 March 2025, the Board has recommended the payment of a final dividend of HK4.0 cents per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the Register at the close of business on Wednesday, 4 June 2025. Such final dividend is subject to the approval by the Shareholders at the AGM and a resolution will be proposed to the Shareholders for voting at the AGM.
Subject to the approval of the Shareholders at the AGM, the payment of the final dividend for the year ended 31 December 2024 aforesaid will be distributed and the final dividend cheques will be dispatched to the Shareholders on or about Friday, 20 June 2025.
8. CLOSURE OF REGISTER
In order to establish entitlements to attend and vote at the AGM, the Register will be closed from Monday, 19 May 2025 to Thursday, 22 May 2025 (both dates inclusive), during which no transfer of the Shares can be registered. In order to be entitled to attend and vote at the AGM, all completed share transfer forms accompanied by the relevant share certificates shall be lodged with the Share Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Friday, 16 May 2025.
- 8 -
LETTER FROM THE BOARD
In order to establish entitlements to the proposed final dividend for the year ended 31 December 2024, the Register will be closed from Tuesday, 3 June 2025 to Wednesday, 4 June 2025 (both dates inclusive), during which no transfer of the Shares can be registered. In order to be qualified for the said proposed final dividend, all completed share transfer forms accompanied by the relevant share certificates shall be lodged with the Share Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 2 June 2025. The Shares will be traded on ex-dividend basis on Friday, 30 May 2025.
9. AGM AND PROXY ARRANGEMENT
The AGM is to be held at 7/F, High Fashion Centre, 1-11 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong on Thursday, 22 May 2025 at 10:30 a.m. for the purpose of considering and, if thought fit, approving, inter alia, the resolutions proposed in the AGM Notice. The AGM Notice is set out on pages 17 to 21 of this circular.
A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to read this circular and complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Share Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
10. VOTING AT THE AGM
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results will be made by the Company after the AGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules.
11. 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.
LETTER FROM THE BOARD
12. RECOMMENDATION
The Directors believe that the proposed resolutions as set out in the AGM Notice, including, among other things, the proposed resolutions in relation to the Issue Mandate, the Buyback Mandate, the extension of the Issue Mandate, the re-election of retiring Directors, the re-appointment of the auditor of the Company and the declaration of final dividend for the year ended 31 December 2024 are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
13. GENERAL INFORMATION
Your attention is also drawn to the information set out in the appendices to this circular.
Yours faithfully,
By order of the Board
SFK Construction Holdings Limited
Chan Ki Chun
Chairman
- 10 -
APPENDIX I
EXPLANATORY STATEMENT FOR THE BUYBACK MANDATE
This appendix serves as an explanatory statement, as required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Buyback Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, a total of 400,000,000 Shares were in issue. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares.
Assuming that no further Shares are issued or repurchased during the period from the Latest Practicable Date until the AGM, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 40,000,000 Shares representing 10% of the issued share capital of the Company as at the Latest Practicable Date.
2. REASONS FOR REPURCHASES
The Directors have no present intention to repurchase any Shares but consider that the Buyback Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases, depending on market conditions and funding arrangements at the time, may lead to enhancement of the net asset value of the Company and/or the earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. The number of the Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
3. SOURCE OF FUNDS FOR REPURCHASES
The Company is empowered by the Bye-laws to repurchase its Shares. In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Listing Rules, the Bye-laws, the applicable laws of Bermuda and all other applicable laws, rules and regulations, as the case may be.
Any repurchase of the Shares may only be effected out of capital paid up on the repurchased Shares or out of the funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. The premium, if any, payable on a repurchase over the par value of the Shares to be repurchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account.
The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange in effect from time to time.
APPENDIX I
EXPLANATORY STATEMENT FOR THE BUYBACK MANDATE
As compared with the position disclosed in the audited consolidated financial statements of the Company as at 31 December 2024, the Directors consider that there could be a material adverse impact on the working capital and on the gearing level of the Company in the event that the proposed repurchases under the Buyback Mandate were to be carried out in full during the proposed repurchases period. However, the Directors do not propose to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing level which, in the opinion of the Directors, are from time to time appropriate for the Company.
4. DIRECTORS' UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the proposed resolution for the Buyback Mandate in accordance with the Listing Rules, the Byelaws and the applicable laws of Bermuda.
5. INTENTION TO SELL SHARES
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention, in the event that the proposed resolution for the Buyback Mandate is approved by the Shareholders, to sell any of their Shares to the Company.
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 any of their Shares to the Company or has undertaken not to sell any of their Shares to the Company, in the event that the Company is authorised to make repurchases of the Shares.
6. CONSEQUENCES UNDER THE TAKEOVERS CODE
If, as a result of a repurchase of the Shares by the Company pursuant to the Buyback 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. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any such consequence which may arise under the Takeovers Code if the Buyback Mandate is exercised.
As at the Latest Practicable Date, to the best of the knowledge of the Directors, SFK Group held 300,000,000 Shares representing 75% of the issued share capital of the Company. SFK Group is owned as to approximately 71.39% by Good Target which in turn is wholly and beneficially owned by Mr. Lo. By virtue of the SFO, Good Target and Mr. Lo are deemed to be interested in the Shares held by SFK Group.
APPENDIX I
EXPLANATORY STATEMENT FOR THE BUYBACK MANDATE
If the Buyback Mandate is exercised in full (and assuming that the issued share capital of the Company remains unchanged from the Latest Practicable Date up to the date on which the Buyback Mandate, if approved by the Shareholders, is exercised in full), the total number of the Shares which will be repurchased pursuant to the Buyback Mandate shall be 40,000,000 Shares (being 10% of the total number of issued Shares as at the Latest Practicable Date). The percentage shareholding of the Controlling Shareholders will be increased to approximately 83.33% of the issued share capital of the Company immediately following the full exercise of the Buyback Mandate. Any repurchase of the Shares which results in the number of the Shares held by the public being reduced to less than the prescribed percentage of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public float under Rule 8.08 of the Listing Rules. However, the Directors have no present intention to exercise the Buyback Mandate to such an extent that, in the circumstances, there is insufficient public float as prescribed under the Listing Rules.
7. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months to the Latest Practicable Date were as follows:
| Price per Shares | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2024 | ||
| April | 0.650 | 0.610 |
| May | 0.700 | 0.630 |
| June | 0.600 | 0.550 |
| July | 0.610 | 0.610 |
| August | 0.610 | 0.520 |
| September | 0.560 | 0.470 |
| October | 0.600 | 0.475 |
| November | 0.660 | 0.560 |
| December | 0.660 | 0.590 |
| 2025 | ||
| January | 0.660 | 0.480 |
| February | 0.610 | 0.500 |
| March | 0.630 | 0.540 |
| April (up to the Latest Practicable Date) | 0.610 | 0.550 |
8. SHARE REPURCHASES MADE BY THE COMPANY
No repurchase of the Shares had been made by the Company (whether on the Stock Exchange or otherwise) in the 6 months preceding the Latest Practicable Date.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.
EXECUTIVE DIRECTOR
Mr. Yung Kim Man
Mr. Yung Kim Man, aged 63, was appointed as a director of the Company on 1 July 2014 and has been an executive director since then. He is an executive director of our construction and civil division since January 2017 where he is primarily responsible for the overall monitoring and management of projects in the construction and civil division of the Group. In July 2018, Mr. Yung was appointed as director of Sun Fook Kong Construction Limited (an indirect wholly-owned subsidiary of the Company). He is also a managing director of Chit Cheung Construction Company Limited (an indirect wholly-owned subsidiary of the Company) since 1 June 2011 where he is responsible for its overall management and a director of various of our subsidiaries. Mr. Yung has over 40 years of experience in the construction management and civil engineering industry. Mr. Yung joined the Group in October 1990. Prior to joining the Group, Mr. Yung worked with Cheng Kwan Construction Co., Ltd from June 1984 to October 1990, where his last position was a site agent and he was primarily responsible for tendering, budgeting, subletting, sub-contractors liaison, cost control and claim submissions.
Mr. Yung is a member of the Hong Kong Institution of Engineers. Mr. Yung holds a diploma in civil engineering from the Hong Kong Baptist College (now known as the Hong Kong Baptist University), a bachelor's degree in building engineering (construction engineering and management) from the City University of Hong Kong and a master's degree of science in construction project management from the City University of Hong Kong.
Mr. Yung has entered into a service agreement with the Company pursuant to which he has agreed to act as an executive Director for a fixed term of three years with effect from the 10 December 2024 and renewed and extended automatically by one year on the expiry of such term and on the expiry of every successive period of one year thereafter, unless terminated by either the Company or Mr. Yung in accordance with the terms of the service agreement. Mr. Yung is entitled to a remuneration of HK$120,000.00 per month, a travelling allowance of HK$2,700.00 per month and, for each completed calendar year of service, a discretionary bonus as may be decided by the Board. Such remuneration was determined in accordance with, and covered by, the aforesaid service agreement. Mr. Yung is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Yung (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) has not held any other major appointments or professional qualifications; and (iv) is not interested in any Shares within the meaning of Part XV of the SFO.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Yung that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Yung that needs to be brought to the attention of the Shareholders.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Jim Fun Kwong, Frederick
Mr. Jim Fun Kwong, Frederick, aged 77, was appointed as an independent non-executive director of the Company on 19 November 2015. Mr. Jim is an experienced agent of a local securities company from May 2007 until his retirement. Mr. Jim joined such company in September 1996 and he is primarily responsible for dealing in securities and future contracts. Mr. Jim has over 40 years of experience in the financial services industry. Prior to joining such company, he served as an investment consultant in Sun Hung Kai Securities Limited, a stock brokerage company from August 1977 to September 1996, where he was primarily responsible for retail sales of securities and related products in the marketing department. He served as a staff accountant of Arthur Andersen & Co., an international audit firm where he was primarily responsible for providing services in auditing from November 1973 to April 1975.
Mr. Jim is a fellow member of the Hong Kong Institute of Certified Public Accountants. He holds a higher diploma in accountancy from the Hong Kong Technical College (subsequently known as The Hong Kong Polytechnic, now known as the Hong Kong Polytechnic University).
Mr. Jim has served as an INED for the Company for more than nine years and has entered into a letter of appointment with the Company pursuant to which he has agreed to act as an independent non-executive Director for a fixed term of three years with effect from 10 December 2024 and renewed and extended automatically by one year on the expiry of such term and on the expiry of every successive period of one year thereafter, subject to early termination by either party in accordance with the terms of the letter of appointment. Mr. Jim is entitled to a remuneration of HK$80,000.00 per annum. Mr. Jim is subject to retirement by rotation and a separate resolution to be approved by shareholders for re-election at annual general meetings of the Company in accordance with the Main Board Listing Rules and the Bye-laws.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Jim (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) has not held any other major appointments or professional qualifications; and (iv) is not interested in any Shares within the meaning of Part XV of the SFO.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Jim that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Jim that needs to be brought to the attention of the Shareholders.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Dr. Kou Zhihui
Dr. Kou Zhihui, aged 55, was appointed as an independent non-executive Director of the Company on 25 May 2023. Dr. Kou has over 17 years of experience in academic education. She has been a lecturer in the Department of Curriculum and Instruction at The Chinese University of Hong Kong since August 2012. Dr. Kou is also a coordinator of Putonghua Immersion programme in the BA (Chinese Language Studies) and BEd (Chinese Language Education) co-terminal double degree programme (CLED) at CRI, Faculty of Education at The Chinese University of Hong Kong. She has been an independent school manager of Po Leung Kuk Stanley Ho Sau Nan Primary School in Hong Kong since April 2021 and a Language Proficiency Assessment for Teachers (LPAT) subject Committee member of Hong Kong Examination and Assessment Authority since 2022.
Dr. Kou obtained a master's degree in Chinese Linguistics from the Hong Kong Polytechnic University in 2006 and a doctor's degree in Curriculum and Instruction from The Chinese University of Hong Kong in 2011.
Dr. Kou has entered into a letter of appointment with the Company pursuant to which she has agreed to act as an independent non-executive Director for a fixed term of three years with effect from 10 December 2024 and renewed and extended automatically by one year on the expiry of such term and on the expiry of every successive period of one year thereafter, subject to early termination by either party in accordance with the terms of the letter of appointment. Dr. Kou is entitled to a remuneration of HK$80,000.00 per annum. Dr. Kou is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Dr. Kou (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) has not held any other major appointments or professional qualifications; and (iv) is not interested in any Shares within the meaning of Part XV of the SFO.
Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Dr. Kou that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Dr. Kou that needs to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
SFK Construction Holdings Limited
新福港建設集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 1447)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of SFK Construction Holdings Limited (the “Company”) will be held at 7/F, High Fashion Centre, 1-11 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong on Thursday, 22 May 2025 at 10:30 a.m. for the following purposes:
ORDINARY RESOLUTIONS
As ordinary business to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:
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To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries, the reports of the directors and the independent auditor of the Company for the year ended 31 December 2024.
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(a) To re-elect Mr. YUNG Kim Man as an executive director of the Company.
(b) To re-elect Mr. JIM Fun Kwong, Frederick, who has been serving the Company for more than nine years, as an independent non-executive director of the Company.
(c) To re-elect Dr. KOU Zhihui as an independent non-executive director of the Company.
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To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
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To re-appoint Cheng & Cheng Limited as the auditor of the Company and authorise the board of directors of the Company to fix their remuneration.
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To declare a final dividend of HK4.0 cents per share of the Company for the year ended 31 December 2024.
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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 of the Company:
- “THAT:
(a) a general unconditional mandate be and is hereby given to the directors of the Company to exercise all powers of the Company to allot, issue and deal with the shares of the Company or securities convertible into such shares or options, warrants or similar rights to subscribe for any such shares or such convertible securities (including the power to make or grant any offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers) subject to a restriction that the aggregate number of securities allotted or agreed to be allotted, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company;
(iii) the exercise of options granted under any share option scheme or other similar arrangement adopted by the Company for the grant or issue to the employees, officers, directors of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company;
(iv) the exercise of any right of subscription or conversion under the terms of any bonds, warrants or debentures which may be issued by the Company or any securities which are convertible into shares of the Company; or
(v) a specific authority granted by the shareholders of the Company in general meeting,
shall not exceed 20% of the number of the issued shares of the Company as at the date of the passing of this resolution;
(b) the aforesaid mandate shall remain in effect until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first;
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NOTICE OF ANNUAL GENERAL MEETING
(c) the aforesaid mandate shall authorise the directors of the Company during the period mentioned in paragraph (b) above (the “Relevant Period”) to make or grant any offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the Relevant Period; and
(d) for the purpose of this resolution, “Rights Issue” means an offer of shares of the Company or offer or issue of options, warrants or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical problems, restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong applicable to the Company) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.”
- “THAT:
(a) a general unconditional mandate be and is hereby given to the directors of the Company authorising them to exercise all powers of the Company to repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of the Securities on the Stock Exchange or of any other stock exchange as amended from time to time, shares of the Company for a total number not exceeding 10% of the number of the issued shares of the Company as at the date of the passing of this resolution; and
(b) the aforesaid mandate shall remain in effect until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first.”
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NOTICE OF ANNUAL GENERAL MEETING
- “THAT:
conditional upon the ordinary resolutions no. 6 and no. 7 as set out above being duly passed (with or without amendments), the general unconditional mandate granted to the directors of the Company to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the resolution set out in the said resolution no. 6 be and is hereby extended by the addition to the number of shares of the Company which may be issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the directors of the Company pursuant to such general mandate of an amount representing the number of issued shares of the Company repurchased by the Company pursuant to the general mandate referred to in the said resolution no. 7 (up to a maximum number equivalent to 10% of the number of the issued shares of the Company as at the date of the passing of this resolution).”
By order of the Board
SFK Construction Holdings Limited
Chan Ki Chun
Chairman
Hong Kong, 15 April 2025
Notes:
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A member of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares of the Company may appoint more than one proxy. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and voting in person should he so wish. In such event, his form of proxy will be deemed to be revoked.
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A form of proxy for the AGM is enclosed. In order 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 such power or authority, shall be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting.
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Where there are joint registered holders of any share of the Company, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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To ascertain the members' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 19 May 2025 to Thursday, 22 May 2025 (both dates inclusive), during which no transfer of shares of the Company can be registered. In order to be eligible to attend and vote at the AGM, all completed share transfer forms, accompanied by the relevant share certificates, shall be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 16 May 2025.
NOTICE OF ANNUAL GENERAL MEETING
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To ascertain the members' entitlement to the proposed final dividend for the year ended 31 December 2024, if any, the register of members of the Company will be closed from Tuesday, 3 June 2025 to Wednesday, 4 June 2025 (both dates inclusive), during which no transfer of shares of the Company can be registered. In order to be qualified for such proposed final dividend, all completed share transfer forms, accompanied by the relevant share certificates, shall be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 2 June 2025.
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An explanatory statement containing further details regarding resolution no. 7 above is set out in Appendix I to the circular of the Company dated 15 April 2025.
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Details of the retiring directors proposed to be re-elected as the directors of the Company are set out in Appendix II to the circular of the Company dated 15 April 2025.
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Members of the Company or their proxies shall produce documents of their proof of identity when attending the AGM.
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If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the website of Company at www.sfkchl.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
As at the date of this notice, the executive directors of the Company are Mr. CHAN Ki Chun, Mr. YUNG Kim Man and Mr. YEUNG Cho Yin, William, and the independent non-executive directors of the Company are Mr. JIM Fun Kwong, Frederick, Mr. CHAN Kim Hung, Simon and Dr. KOU Zhihui.
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