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Standard Development Group Limited Board/Management Information 2021

Jun 23, 2021

50227_rns_2021-06-23_25df3fad-fad7-4fe3-b311-8c3885da763f.pdf

Board/Management Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

LKS HOLDING GROUP LIMITED 樂嘉思控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1867)

(1) PROPOSED CHANGE OF COMPANY NAME; AND

(2) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name and the dual foreign name in Chinese of the Company from “LKS Holding Group Limited” and “樂嘉思控股集團有限公司” to “Standard Development Group Limited” and “標準發展集團有限公司” respectively. The Proposed Change of Company Name is subject to the fulfillment of the conditions as set out in the paragraph headed “Conditions of the Proposed Change of Company Name” in this announcement.

AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Pursuant to the Proposed Change of Company Name, the Board also proposes to make certain amendments by replacing all references to the existing name of the Company with “Standard Development Group Limited” and “標準發展集團有限公司” in the memorandum and articles of association of the Company to reflect the changes. The Amendments to the Memorandum and Articles of Association are subject to approval by the Shareholders and will take effect when the Proposed Change of Company Name becomes effective, at the AGM.

GENERAL

A circular containing, among other things, further details of the Proposed Change of Company Name and the Amendments to the Memorandum and Articles of Association, together with a notice of the AGM and the related proxy form are expected to be despatched to the Shareholders as soon as practicable.

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PROPOSED CHANGE OF COMPANY NAME

The board of directors (the “ Board ”) of LKS Holding Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) proposes to change the English name and the dual foreign name in Chinese of the Company from “LKS Holding Group Limited” and “樂嘉思控股集團有限公司” to “Standard Development Group Limited” and “標準發展集團有限公司” respectively (the “ Proposed Change of Company Name ”).

A special resolution will be proposed at the AGM to be convened to, among other things, consider and, if thought fit, approve the Proposed Change of Company Name.

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the following conditions:

  • (i) the passing of a special resolution by the shareholders of the Company (the “ Shareholders ”) to approve the Proposed Change of Company Name at the upcoming annual general meeting (“ AGM ”) of the Company; and

  • (ii) approval being granted by the Registrar of Companies in the Cayman Islands for the Proposed Change of Company Name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands and issues a certificate of incorporation on change of name. The Company will comply with the necessary filing procedures in Hong Kong and the Cayman Islands.

REASON FOR THE PROPOSED CHANGE OF COMPANY NAME

With further development and expansion of the business scope of the Group, the Board considers that the Proposed Change of Company Name will provide the Company with a more appropriate corporate identity and strategic direction. As such, the Board considers that the proposed new name of the Company will better reflect and highlight the Company’s future strategic business plan, and provide the Company with a fresh corporate image and identity which will benefit the Company’s future development. Therefore, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

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EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not, of itself, affect the rights of any Shareholders or the Company’s daily business operation and its financial position. All existing share certificates of the Company bearing the existing names of the Company will, after the Proposed Change of Company Name becomes effective, continue to be valid evidence of title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangements for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Share certificates of the Company which are issued after the Proposed Change of Company Name becomes effective will be under the Company’s new name. Subject to the confirmation by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the shares of the Company (the “ Shares ”) will be traded on the Stock Exchange under the new English and Chinese stock short names of the Company after the Proposed Change of Company Name becomes effective.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

In view of the Proposed Change of Company Name, the Board also proposes to make certain amendments by replacing all references to the existing name of the Company with “Standard Development Group Limited” and “標準發展集團有限公司” in the memorandum and articles of association of the Company to reflect the changes subsequent to the Proposed Change of Company Name (the “ Amendments to the Memorandum and Articles of Association ”).

The Board proposes to seek approval of the Shareholders by way of a special resolution for the Amendments to the Memorandum and Articles of Association, with such amendments to take effect when the Proposed Change of Company Name becomes effective, at the AGM.

GENERAL

At the AGM, a special resolution will be proposed for the Shareholders to consider and, if through fit, to approve the Proposed Change of Company Name and the Amendments to the Memorandum and Articles of Association. A circular containing, among other things, further details of the Proposed Change of Company Name and the Amendments to the Memorandum and Articles of Association, together with a notice of the AGM and the related proxy form are expected to be despatched to the Shareholders as soon as practicable.

The Company will make further announcement(s) to inform the Shareholders of the results of the AGM, the effective date of the Proposed Change of Company Name and the new English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange as and when appropriate.

By order of the Board LKS Holding Group Limited Liu Zhancheng Chairman and Executive Director

Hong Kong, 23 June 2021

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As at the date of this announcement, the Board comprises Mr. Liu Zhancheng, Ms. Qin Mingyue and Mr. Ye Zuobin as executive Directors; and Dr. Su Lixin, Mr. Liang Rongjin and Dr. Yan Bing as independent non-executive Directors.

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