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WK Group (Holdings) Limited Proxy Solicitation & Information Statement 2025
50657_rns_2025-04-22_78dd42c2-f18d-48c3-bf79-6c01d7100b1b.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in 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 WK Group (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
WK Group (Holdings) Limited
泓基集團（控股）有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2535)
PROPOSALS FOR
(1) GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of WK Group (Holdings) Limited to be held at Suites 3101-3104, 31/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Monday, 23 June 2025 at 11:00 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the Annual General Meeting is enclosed.
Whether or not you are able to attend the Annual General Meeting, 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 Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, situated at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of 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 at the Annual General Meeting or any adjournment thereof should you so wish. For the avoidance of doubt, holders of Treasury Shares (if any) have no voting rights at the Company's general meeting(s).
22 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board 3
Appendix I - Explanatory Statement of the Repurchase Mandate 8
Appendix II - Details of Retiring Directors Proposed to be Re-elected at the Annual General Meeting 12
Notice of Annual General Meeting. 15
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM Notice"
the notice for convening the Annual General Meeting set out on pages 15 to 19 of this circular
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at Suites 3101-3104, 31/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Monday, 23 June 2025 at 11:00 a.m. or any adjournment thereof
"Articles of Association"
the amended and restated articles of association of the Company, as amended, supplemented or otherwise modified from time to time
"Board"
the board of Directors of the Company
"CCASS"
the Central Clearing and Settlement System established by Hong Kong Securities Clearing Company Limited
"Companies Act"
The Companies Act (as revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company"
WK Group (Holdings) Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2535)
"Controlling Shareholder"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"Group"
the Company and all of its subsidiaries
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise all powers of the Company to allot, issue and deal with the Shares not exceeding the aggregate of 20% of the number of the issued Shares as at the date of the passing of the relevant resolution(s) granting such mandate in accordance with the terms set out in ordinary resolution No. 4 in the AGM Notice
- 1 -
DEFINITIONS
"Latest Practicable Date"
15 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Date"
8 March 2024, being the date of listing of the Shares on the Main Board of the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time
"Nomination Committee"
the nomination committee of the Board
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise all powers of the Company to repurchase Shares not exceeding the aggregate of 10% of the total number of issued Shares as at the date of the passing of the relevant resolution(s) granting such mandate in accordance with the terms as set out in ordinary resolution No. 5 in the AGM Notice
"SFO"
the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) of par value of HK$0.01 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 Codes on Takeovers and Mergers issued by Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time
"Treasury Share(s)"
the Shares repurchased and held by the Company in treasury, as authorised by the Cayman Islands law and the Articles and Association, which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange
"%"
per cent
- 2 -
LETTER FROM THE BOARD
WK Group (Holdings) Limited
泓基集團（控股）有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2535)
Executive Directors:
Mr. Chan Kam Kei (Chief Executive Officer)
Mr. Chan Kam Kong
Ms. Chan Suk Man
Non-executive Directors:
Mr. Chan Wing Hong (Chairman)
Ms. Choi Chick Cheong
Independent Non-executive Directors:
Mr. Cha Ho Wa
Mr. Yu Chun Kit
Mr. Liu Chi Kwun Albert
Registered Office:
Suite 102, Cannon Place
P.O. Box 712 North Sound Rd.
George Town
Grand Cayman KY1-9006
Cayman Islands
Principal Place of Business in Hong Kong:
Room 1510-1511, 15th Floor
Fortune Commercial Building
362 Sha Tsui Road
Tsuen Wan, New Territories
Hong Kong
22 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
(1) GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
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 Annual General Meeting relating to:
(a) the granting of the Issue Mandate to the Directors;
(b) the granting of the Repurchase Mandate to the Directors;
LETTER FROM THE BOARD
(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 purchased or repurchased by the Company pursuant to the Repurchase Mandate;
(d) the re-election of the retiring Directors; and
(e) the re-appointment of the auditor of the Company.
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
The Company's existing mandates to issue and repurchase Shares were approved by the Shareholders on 24 May 2024, being the date on which the previous annual general meeting of the Company was held. Unless otherwise renewed, the existing mandates to issue and repurchase Shares will lapse at the conclusion of the Annual General Meeting. It is therefore proposed that ordinary resolutions be proposed at the Annual General Meeting to grant to the Directors the Issue Mandate which shall not exceed the aggregate of 20% of the number of the issued Shares (excluding Treasury Shares) as at the date of passing the relevant resolution and the Repurchase Mandate which shall not exceed the aggregate of 10% of the number of the issued Shares (excluding Treasury Shares) as at the date of passing the relevant resolution.
As at the Latest Practicable Date, a total of 2,000,000,000 Shares were in issue. As at the Latest Practicable Date, the Company did not hold any Treasury Shares. Subject to the passing of the relevant proposed resolutions, the Company will be allowed to allot and issue up to a maximum of 400,000,000 new Shares, being 20% of the number of issued Shares (excluding Treasury Shares) as at the Latest Practicable Date and repurchase a maximum of 200,000,000 Shares, being 10% of the number of issued Shares (excluding Treasury Shares) as at the Latest Practicable Date on the assumption that there will be no change in the number of the issued share capital after the Latest Practicable Date and prior to the Annual General Meeting.
Subject to the relevant resolutions being passed at the Annual General Meeting, the Issue Mandate and the Repurchase Mandate shall be valid from the date of passing the resolutions until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; or
(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws in the Cayman Islands to be held; or
(c) the passing of an ordinary resolution by the Shareholders in general meeting revoking, varying or renewing the mandate given to the Directors.
Under the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the
LETTER FROM THE BOARD
resolution to approve the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I of this circular.
In addition, if the Issue Mandate and the Repurchase Mandate are granted, an ordinary resolution will be proposed at the Annual General Meeting to extend the Issue Mandate by the addition to the total 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 purchased or repurchased by the Company pursuant to the Repurchase Mandate.
Details of the extension of the Issue Mandate are set out in the ordinary resolution as referred to in resolution numbered 6 of the AGM Notice.
RE-ELECTION OF DIRECTORS
As at the Latest Practicable Date, the Board comprised eight Directors, namely Mr. Chan Kam Kei, Mr. Chan Kam Kong and Ms. Chan Suk Man, being the executive Directors; Mr. Chan Wing Hong and Ms. Choi Chick Cheong, being the non-executive Directors; Mr. Cha Ho Wa, Mr. Yu Chun Kit and Mr. Liu Chi Kwun Albert, being the independent non-executive Directors.
Pursuant to Article 108 of the Articles of Association, at each annual general meeting one-third of the Directors, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, for the time being shall retire from office by rotation and shall be eligible for re-election. Pursuant to Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first annual general meeting of the Company after his/her appointment and be subject to re-election at such meeting. Accordingly, Mr. Chan Kam Kei, Mr. Chan Kam Kong and Ms. Chan Suk Man will retire from office at the Annual General Meeting. All of them, being eligible, will offer themselves for re-election. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
The Nomination Committee had reviewed the composition of the Board and nominated Mr. Chan Kam Kei, Mr. Chan Kam Kong and Ms. Chan Suk Man to the Board for it to recommend to the Shareholders for re-election at the AGM. The recommendations were made in accordance with the nomination policy and the objective criteria (including but not limited to gender, age, cultural and educational background, professional experience and qualifications, skills and knowledge of the retiring Directors), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company.
The Nomination Committee had also taken into account the respective contributions of the retiring Directors and their commitment to their roles. The biographical background of the retiring Directors are more particularly set out in Appendix II of this circular.
LETTER FROM THE BOARD
The Board accepted the Nomination Committee’s nominations and recommended Mr. Chan Kam Kei, Mr. Chan Kam Kong and Ms. Chan Suk Man to stand for re-election by the Shareholders at the AGM. The Board considers that the re-election of Mr. Chan Kam Kei, Mr. Chan Kam Kong and Ms. Chan Suk Man as Directors is in the best interest of the Company and the Shareholders as a whole.
Further information about the Board’s composition, diversity (including their gender, age, skills and professional qualifications and experience) and Directors’ attendance record at Board meetings and Board committee meetings has been disclosed in the corporate governance report of the 2024 annual report of the Company.
RE-APPOINTMENT OF THE AUDITOR
PricewaterhouseCoopers will retire as the independent auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.
The Board, upon the recommendation of the audit committee of the Board, proposed to re-appoint PricewaterhouseCoopers as the independent auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Wednesday, 18 June 2025 to Monday, 23 June 2025 (both dates inclusive), during which no transfer of the Shares will be effected. In order to be entitled to attend and vote at the AGM, all completed share transfer instruments accompanied by the relevant share certificates shall be lodged with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, located at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong by no later than 4:30 p.m. on Tuesday, 17 June 2025 for registration of the relevant transfer.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the Annual 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.
At the conclusion of the AGM, the poll results will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.wing-kei.com.hk as prescribed under Rule 13.39(5) of the Listing Rules.
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
LETTER FROM THE BOARD
contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors believe that the proposed grant of the Issue Mandate and the Repurchase Mandate, the extension mandate to extend the Issue Mandate, the proposed re-election of the retiring Directors and the re-appointment of auditors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the above resolutions to be proposed at the Annual General Meeting.
ANNUAL GENERAL MEETING AND PROXY FORM
A notice convening the AGM to be held at Suites 3101-3104, 31/F, Jardine House, 1 Connaught Place, Central, Hong Kong, Monday 23 June 2025 at 11:00 a.m. is set out on pages 15 to 19 of this circular.
A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy to the office of the Hong Kong branch share registrar of the Company, Boardroom Share Registrars (HK) Limited, located at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof (as the case may be should you so wish).
GENERAL INFORMATION
Your attention is also drawn to the information set out in the appendices to this circular.
By Order of the Board
WK Group (Holdings) Limited
Chan Wing Hong
Chairman
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of 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 in relation to the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, a total of 2,000,000,000 Shares were in issue and fully paid. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares and did not hold any Treasury Shares. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 200,000,000 Shares, representing 10% of the total number of the issued Shares (excluding Treasury Shares) as at the Latest Practicable Date during the period up to (i) the conclusion of the next annual general meeting after the Annual General Meeting; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.
2. REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase 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. The Directors wish to state that there is no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.
3. FUNDING OF REPURCHASES
The Company is empowered by the Articles of Association 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 memorandum of association of the Company, the Articles of Association, the applicable laws of Cayman Islands and all other applicable laws, rules and regulations, as the case may be.
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 OF THE REPURCHASE MANDATE
Subject to the foregoing, any repurchase of the Shares by the Company may be made out of profits of the Company, out of share premium, or out of the proceeds of a fresh issue of the Shares made for the purpose of the repurchase or, subject to the Companies Act, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be repurchased must be out of profits of the Company, out of the Company's share premium account before or at the time the Shares are repurchased, or subject to the Companies Act, out of capital.
4. IMPACT ON WORKING CAPITAL OR GEARING POSITION
An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Group compared with that as at 31 December 2024, being the date of its latest published audited consolidated financial statements. However, the Directors do not propose to exercise the Repurchase 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 a Company.
5. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| April | 0.79 | 0.53 |
| May | 0.69 | 0.54 |
| June | 0.76 | 0.54 |
| July | 0.63 | 0.57 |
| August | 0.93 | 0.60 |
| September | 0.76 | 0.64 |
| October | 0.74 | 0.64 |
| November | 0.70 | 0.57 |
| December | 0.68 | 0.56 |
| 2025 | ||
| January | 0.95 | 0.54 |
| February | 0.62 | 0.59 |
| March | 0.61 | 0.54 |
| April (up to the Latest Practicable Date) | 0.60 | 0.52 |
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
6. DIRECTORS' UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and all applicable laws of the Cayman Islands.
7. INTENTION TO SELL
None of the Directors nor, to the best of their knowledge, having made all reasonable enquires, any of their close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make repurchases of the Shares.
8. EFFECT OF THE TAKEOVERS CODE
If as a result of the repurchase by the Company, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in concert, depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company or 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 consequence which would arise under the Takeovers Code as a result of any repurchase pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following parties were directly or indirectly interested in 5% or more of the issued share capital of the Company:
| Name of Shareholder | Number of Shares held/ interested | Percentage of interest |
|---|---|---|
| WK (BVI) Limited (“WK (BVI)”) (Note 1) | 1,080,000,000 | 54% |
| Mr. Chan Kam Kei (Note 1) | 1,080,000,000 | 54% |
| Mr. Chan Kam Kong (Note 1) | 1,080,000,000 | 54% |
| Ms. Chan Suk Man (Note 1) | 1,080,000,000 | 54% |
| Mr. Chan Wing Hong (Note 1) | 1,080,000,000 | 54% |
| Ms. Choi Chick Cheong (Note 1) | 1,080,000,000 | 54% |
| Ms. Tang Wing Yee Jenny (Note 2) | 1,080,000,000 | 54% |
| Ms. Fong Ying Wah (Note 3) | 1,080,000,000 | 54% |
APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE
Notes:
-
As at the Latest Practicable Date, the Company was owned as to 54% by WK (BVI). WK (BVI) is legally and beneficially owned as to 30% by Mr. Chan Kam Kei, 30% by Mr. Chan Kam Kong, 15% by Mr. Chan Wing Hong, 15% by Ms. Choi Chick Cheong and 10% by Ms. Chan Suk Man. By virtue of the SFO, Mr. Chan Kam Kei, Mr. Chan Kam Kong, Mr. Chan Wing Hong, Ms. Choi Chick Cheong and Ms. Chan Suk Man are deemed to be interested in the Shares held by WK (BVI).
-
Ms. Tang Wing Yee Jenny is the spouse of Mr. Chan Kam Kei. Under the SFO, Ms. Tang Wing Yee Jenny is deemed to be interested in the same number of Shares in which Mr. Chan Kam Kei is interested.
-
Ms. Fong Ying Wah is the spouse of Mr. Chan Kam Kong. Under the SFO, Ms. Fong Ying Wah is deemed to be interested in the same number of Shares in which Mr. Chan Kam Kong is interested.
In the event that the Directors should exercise in full the power to repurchase shares which is proposed to be granted pursuant to the resolution to be proposed at the Annual General Meeting, the shareholding of WK (BVI) in the Company would be increased from 54% to approximately 60% of the issued share capital of the Company. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of such purchase made under the Repurchase Mandate. The Directors consider that such increase will result in the number of shares which are in the hands of the public being reduced to less than 25 percent. The Directors do not propose to exercise the Repurchase Mandate in full so as to give rise to this extent.
- SHARES REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company or any of its subsidiaries (whether on the Stock Exchange or otherwise) from the Listing Date to the Latest Practicable Date.
- TREASURY SHARES
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it would not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those Shares were registered in the Company's own name as Treasury Shares, which may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the relevant dividends or distributions.
If the Company undertakes Share repurchase, the Company may (i) cancel the repurchased Shares; and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. The Company currently has no intention to cancel the repurchased Shares following the settlement of any such repurchase or hold them as Treasury Shares.
APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The details of the Directors who will retire from office by rotation at the Annual General Meeting and being eligible, will offer themselves for re-election at the Annual General Meeting, are set out below:
EXECUTIVE DIRECTORS
Mr. Chan Kam Kei (陳鑫基), aged 49, was appointed as a Director on 28 June 2023 and was re-designated as an executive Director on 6 July 2023. Mr. Chan Kam Kei also serves as the chief executive officer of the Group, the chairperson of the Nomination Committee and a member of the Remuneration Committee. He is primarily responsible for the overall management and formulation of business strategies of the Group. He is also a director of various subsidiaries of the Company, namely WK Development Group Limited, Wing Kei Structural Metalworks Company Limited and Wing Kei Management Limited. He is the son of Mr. Chan Wing Hong and Ms. Choi Chick Cheong, and the brother of Mr. Chan Kam Kong and Ms. Chan Suk Man. Mr. Chan Kam Kei is one of the Controlling Shareholders of the Company.
Mr. Chan Kam Kei co-founded the Group in July 1999 with Mr. Chan Wing Hong, and has since accumulated over 25 years of experience in the structural steelwork industry. Since founding the Group, Mr. Chan Kam Kei has been overseeing various aspects of the Group's business including its strategic and corporate development, expansion plans and bidding tenders, and leading the Group to gradually expand its business throughout the years and undertake both private and public projects.
Mr. Chan Kam Kei has been a member of the New Territories General Chamber of Commerce (新界總商會) since March 2013 and was a director of the chamber from 2014 to 2016 and 2020 to 2022. He has also been a member of Tsuen Wan Trade Association Limited (荃灣商會有限公司) since April 2016. Mr. Chan Kam Kei attended secondary school education in Canada.
Mr. Chan Kam Kei has entered into a service agreement with the Company for a term of three years and continue thereafter until terminated in accordance with the terms of the service agreement. He is entitled to receive emoluments of approximately HK$1.4 million per annum, which was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.
As at the Last Practicable Date, WK (BVI), which is legally and beneficially owned as to 30% by Mr. Chan Kam Kei, 30% by Mr. Chan Kam Kong, 15% by Mr. Chan Wing Hong, 15% by Ms. Choi Chick Cheong and 10% by Ms. Chan Suk Man, owned 54% of the issued share capital of the Company. By virtue of the SFO, Mr. Chan Kam Kei, Mr. Chan Kam Kong, Mr. Chan Wing Hong, Ms. Choi Chick Cheong and Ms. Chan Suk Man are deemed to be interested in the Shares held by WK (BVI).
- 12 -
APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Chan Kam Kong (陳鑫江), aged 46, was appointed as a Director on 28 June 2023 and was re-designated as an executive Director on 6 July 2023. Mr. Chan Kam Kong also serves as the chief operating officer of the Group. He is primarily responsible for the overall project management and day-to-day management of the operations of the Group. He is also a director of all subsidiaries of the Company, namely WK Development Group Limited, Wing Kei Structural Metalworks Company Limited, Wing Kei Management Limited and Dongguan Yongji Metal Component Manufacturing Co., Ltd* (東莞永基金屬構件有限公司). He is the son of Mr. Chan Wing Hong and Ms. Choi Chick Cheong, and the brother of Mr. Chan Kam Kei and Ms. Chan Suk Man. Mr. Chan Kam Kong is one of the Controlling Shareholders of the Company.
Mr. Chan Kam Kong joined the Group in September 2003, and has since accumulated nearly 20 years of experience in the structural steelwork industry. Since joining the Group, Mr. Chan Kam Kong has been overseeing various aspects of the Group's business including its strategic and corporate development, project management and expansion plans. Mr. Chan Kam Kong has been managing the Group's operations in the PRC.
Mr. Chan Kam Kong graduated from Centennial College in Canada in April 2003. He has also been a member and executive vice chairman (常務副會長) of the Hong Kong Metals Manufacturers Association (香港金屬製造業協會) and the Dongguan City Association of Enterprises with Foreign Investment Dalingshan Branch (東莞市外商投資企業協會大嶺山分會) since April 2019 and August 2018, respectively.
Mr. Chan Kam Kong has entered into a service agreement with the Company for a term of three years and continue thereafter until terminated in accordance with the terms of the service agreement. He is entitled to receive emoluments of approximately HK$2.4 million per annum, which was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.
As at the Last Practicable Date, WK (BVI), which is legally and beneficially owned as to 30% by Mr. Chan Kam Kei, 30% by Mr. Chan Kam Kong, 15% by Mr. Chan Wing Hong, 15% by Ms. Choi Chick Cheong and 10% by Ms. Chan Suk Man, owned 54% of the issued share capital of the Company. By virtue of the SFO, Mr. Chan Kam Kei, Mr. Chan Kam Kong, Mr. Chan Wing Hong, Ms. Choi Chick Cheong and Ms. Chan Suk Man are deemed to be interested in the Shares held by WK (BVI).
Note: The English names of the bodies/entities which are marked with “*” are translated, or transliterated from their Chinese names and are for identification purposes only.
Ms. Chan Suk Man (陳淑雯), aged 44, was appointed as a Director on 28 June 2023 and was re-designated as an executive Director on 6 July 2023. She is primarily responsible for the overall day-to-day management of the operations and administration of the Group. She is also a director of various subsidiaries of the Company, namely WK Development Group Limited, Wing Kei Structural Metalworks Company Limited and Wing Kei Management Limited. She is the daughter of Mr. Chan Wing Hong and Ms. Choi Chick Cheong, and the sister of Mr. Chan Kam Kei and Mr. Chan Kam Kong. Ms. Chan Suk Man is one of the Controlling Shareholders of the Company.
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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Chan Suk Man has over eight years of experience in the structural steelwork industry. Prior to joining the Group in January 2016, Ms. Chan Suk Man has accumulated over ten years of experience in the finance sector. From March 2005 to August 2009, Ms. Chan Suk Man worked in the Hong Kong branch of The Royal Bank of Scotland N.V. (formerly known as ABN AMRO Bank N.V.) with her last position as relationship manager of retail and commercial markets in Asia. From December 2010 to February 2012, Ms. Chan Suk Man worked in Bank of China (Hong Kong) Limited with her last position as business officer in securities services of personal banking and product management. From February 2012 to December 2015, Ms. Chan Suk Man worked in Hong Kong Exchanges and Clearing Limited with her last position as associate in cash clearing risk management of the global clearing division.
Ms. Chan Suk Man graduated from the University of Toronto, Canada, with a degree of bachelor of science in June 2004. She further obtained a master's degree of science in mathematics for finance and actuarial science in Hong Kong jointly awarded by the City University of Hong Kong and the Université Paris-Dauphine, France in July 2010.
Ms. Chan Suk Man has entered into a service agreement with the Company for a term of three years and continue thereafter until terminated in accordance with the terms of the service agreement. She is entitled to receive emoluments of approximately HK$1.4 million per annum, which was determined by the Board by reference to her responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.
As at the Last Practicable Date, WK (BVI), which is legally and beneficially owned as to 30% by Mr. Chan Kam Kei, 30% by Mr. Chan Kam Kong, 15% by Mr. Chan Wing Hong, 15% by Ms. Choi Chick Cheong and 10% by Ms. Chan Suk Man, owned 54% of the issued share capital of the Company. By virtue of the SFO, Mr. Chan Kam Kei, Mr. Chan Kam Kong, Mr. Chan Wing Hong, Ms. Choi Chick Cheong and Ms. Chan Suk Man are deemed to be interested in the Shares held by WK (BVI).
Save as disclosed above, each of the abovementioned retiring Directors confirms with respect to him/her that as at the Latest Practicable Date: he/she (i) did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) did not hold other positions in the Company or other members of the Group; (iii) did not have any relationship with any Directors, senior management, substantial shareholder or Controlling Shareholder of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, to the best knowledge of the abovementioned retiring Directors having made all reasonable enquiries, there is no other information relating to the abovementioned retiring Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning the abovementioned retiring Directors that need to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
WK Group (Holdings) Limited
泓基集團（控股）有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2535)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of WK Group (Holdings) Limited (the "Company") will be held at Suites 3101-3104, 31/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Monday, 23 June 2025 at 11:00 a.m. for the following purposes:
The capitalised terms used herein shall have the same meaning ascribed to them in the circular of the Company dated 22 April 2025 (the "Circular").
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 for the year ended 31 December 2024 together with the reports of the Directors and the independent auditor thereon;
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(A) To re-elect Mr. Chan Kam Kei as an executive Director;
(B) To re-elect Mr. Chan Kam Kong as an executive Director;
(C) To re-elect Ms. Chan Suk Man as an executive Director; and
(D) To authorise the Board to fix the Directors' remuneration;
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To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the Board to fix their remuneration;
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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:
- “THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options (including warrants, bonds, debentures and other securities convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures and other securities convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to: (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme or similar arrangement for the time being adopted for the grant to employees (including Directors) of the Company and/or any of its subsidiaries of the rights to subscribe for Shares; or (iii) any scrip dividend scheme or similar arrangements 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 in force from time to time; or (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 the Shares; or (v) a specific authority granted by the Shareholders in a general meeting, shall not exceed 20% of the total number of issued Shares (excluding Treasury Shares) on the date of the passing of 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 the Articles of Association or any applicable laws in the Cayman Islands to be held; or
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and
(e) any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of Treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
"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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
5. "THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase issued Shares on the Stock Exchange or on any other stock exchange on which shares of the Company may be listed and recognized by the Securities and Futures Commission or the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;
(b) the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and
(c) for the purpose 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 the Articles of Association or any applicable laws in the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution.";
NOTICE OF ANNUAL GENERAL MEETING
- "THAT subject to the ordinary resolutions nos. 4 and 5 above being duly passed, the unconditional general mandate granted to the Directors to exercise all powers of the Company to allot, issue and deal with unissued Shares pursuant to resolution no. 4 above be and is hereby extended by the addition thereon of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5, provided that such amount shall not exceed 10% of the total number of issued Shares (excluding Treasury Shares) on the date of the passing of resolution no. 5."
By Order of the Board
WK Group (Holdings) Limited
Chan Wing Hong
Chairman and Non-Executive Director
Hong Kong, 22 April 2025
Notes:
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A member of the Company entitled to attend and vote at the Annual General Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a member of the Company.
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In order to be valid, a form of proxy together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, located at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be).
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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 Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be 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 in respect of such share shall alone be entitled to vote in respect thereof.
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The register of members of the Company will be closed as follows:
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 18 June 2025 to Monday, 23 June 2025 (both days inclusive), during which no transfer of shares will be effected. To ensure that shareholders are entitled to attend and vote at the Annual General Meeting, shareholders must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, located at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong by no later than 4:30 p.m. on Tuesday, 17 June 2025 for registration of the relevant transfer.
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An explanatory statement containing further details regarding resolution numbered 5 above is set out in Appendix I to the Circular of which this Notice of Annual General Meeting forms part.
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Details of the retiring directors proposed to be re-elected as directors of the Company are set out in Appendix II to the Circular.
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Shareholders or their proxies shall produce documents of their proof of identity when attending the Annual General Meeting.
NOTICE OF ANNUAL GENERAL MEETING
- If Typhoon signal number 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on the website of Company at www.wing-kei.com.hk and on the 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 Board comprises Mr. Chan Kam Kei, Mr. Chan Kam Kong and Ms. Chan Suk Man as executive Directors; Mr. Chan Wing Hong and Ms. Choi Chick Cheong as non-executive Directors; and Mr. Cha Ho Wa, Mr. Yu Chun Ki and Mr. Liu Chi Kwun Albert as independent non-executive Directors.
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