WS-SK Target Group Limited — Proxy Solicitation & Information Statement 2024

Sep 16, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 SK Target Group Limited (the “ Company ”), you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY MEETING

This circular, for which the directors of the Company (the “ Directors ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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.

A notice convening the extraordinary general meeting (“ EGM ”) to be held at 3:00 p.m. on Friday, 4 October 2024 at Units 5906-12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong is set out on page EGM-1 of this Circular. A form of proxy for use at the EGM is enclosed with this Circular.

Whether or not you are able to attend the EGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

This circular, together with a form of proxy, will remain on the “Latest Listed Company Information” page of the Stock Exchange at www.hkexnews.com.hk for at least 7 days from the date of its publication and on the Company’s website at www.sktargetgroup.com.

16 September 2024

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and midsized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on the GEM, there is a risk that securities traded on the GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on the GEM.

• i -

CONTENT

	Page
CHARACTERISTICS OF GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

• ii -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

• “Announcement”

• the announcement of the Company dated 11 September 2024 in relation to the Proposed Change of Company Name

• “Articles”

• the second amended and restated memorandum and articles of association of the Company which was conditionally adopted on 22 November 2023, as amended or supplemented from time to time

• “Board” the board of Directors

• “Company”

• SK Target Group Limited (stock code: 8427), an exempted company incorporated in Cayman Islands with limited liability, the Shares of which are listed and traded on the GEM of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “EGM”

the extraordinary general meeting of the Company to be held at Units 5906-12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong, on Friday, 4 October 2024 at 3:00 p.m., a notice of which is set out on page EGM-1 of this circular, or any adjourned meeting thereof

• “GEM” the GEM of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM of the Stock Exchange

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “Hong Kong Share Registrar”

• Tricor Investor Services Limited, the Hong Kong branch share registrar and transfer office of the Company, with its address at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong

• 1 -

DEFINITIONS

“Proposed Change of Company the proposed change of the English name of the Company Name” from “SK Target Group Limited” to “WS-SK Target Group Limited” and the dual foreign name in Chinese of the Company from “瑞強集團有限公司” to “萬順瑞強集團有 限公司” “Share(s)” ordinary share(s) of par value HK$0.8 each in the issued capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

• 2 -

LETTER FROM THE BOARD

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

Executive Directors:

Mr. Loh Swee Keong

Independent Non-executive Directors:

Mr. Yau Ka Hei Mr. Ma, She Shing Albert Mr. Kwok Tsz Hin

Registered office in the Cayman Islands Windward 3, Regatta Office Park, P O Box 1350, Grand Cayman KY1-1108, Cayman Islands

Headquarter and principal place of business in Malaysia 18, Jalan LP 2A/2, Taman Lestari Perdana, 43300 Seri Kembangan, Selangor, Darul Ehsan, Malaysia

Principal place of business in Hong Kong Room 1406-08, 14/F, Austin Tower, 22-26 Austin Avenue, Tsimshatsui, Kowloon, Hong Kong

16 September 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the Announcement. The purpose of this circular is to provide the Shareholders with information in respect of the special resolution to be proposed at the EGM to be held on 4 October 2024.

• 3 -

LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “SK Target Group Limited” to “WS-SK Target Group Limited” and the dual foreign name in Chinese of the Company from “瑞強集團有限公司” to “萬順瑞強集團有限公司”.

Conditions for the Proposed Change of Company Name

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

• (i) passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the EGM; and

• (ii) the Registrar of Companies in the Cayman Islands approving 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 the Registrar of Companies in the Cayman Islands enters the new English name and the dual foreign name in Chinese of the Company in the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the former name, and issue a certificate of incorporation on change of name of the Company thereafter. The Company will then comply with the necessary registration and/or filing procedures in Hong Kong.

REASON FOR THE PROPOSED CHANGE OF COMPANY NAME

The Group is principally engaged in (i) manufacturing and trading of precast junction boxes, (ii) trading of accessories and pipes and provision of mobile crane rental and ancillary services in Malaysia and (iii) sourcing services in Hong Kong.

On 16 August 2024, the Company entered into a sale and purchase agreement to purchase the shares in a company named Shenzhen Wanshunfu Smart Life Service Company Limited (深圳萬順福智慧生活服務有限公司), a PRC company which principally engages in operation of e-commerce platform, for the Company to expand its e-commerce operations in Malaysia and diversify its business portfolio, details of which are set out in the Company’s announcement dated 16 August 2024.

The Board believes that the addition of the word “Wan Shun (萬順)” to the existing name of the Company reflects the determination of the Company to expand its e-commerce operations in Malaysia in the future. Furthermore, the word “Wan Shun (萬順)” has a symbolic meaning of “Everything goes well” in Chinese, which shows the Board’s expectation on the success of the Group’s business development in the future.

• 4 -

LETTER FROM THE BOARD

As such, the Board considers that the Proposed Change of Company Name will better reflect the existing status of the Group’s business development and its future development direction. The Board believes that the new name can establish a more appropriate corporate image and identity for the Company, which will be beneficial to the Company’s business development, and is in the best interests of the Company and the Shareholders as a whole.

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 and will continue to be valid for trading, settlement, registration and delivery purposes. As such, no arrangement will be made for the exchange of the existing share certificates of the Company for the new share certificates bearing the Company’s new name as a result of the Proposed Change of Company Name. 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, the Board intends to change the English and Chinese stock short names of the Company accordingly after the Proposed Change of Company Name becomes effective.

3. EGM

A notice convening the EGM with the resolution is set out on page EGM-1 of this circular. Whether or not you are able to attend the meeting or any adjourned meeting, you are requested to complete the accompanying form of proxy and return it to the Company’s Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you wish to do so.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no Shareholder is required to abstain from voting at the EGM in respect of the Proposed Change of Company Name at the EGM.

• 5 -

LETTER FROM THE BOARD

For determining the eligibility to attend and vote at the EGM, the register of members of the Company will be closed from 2 October 2024 to 4 October 2024, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer of Shares, accompanied by the relevant Share certificates, must be lodged with the Company’s Hong Kong 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 30 September 2024.

4. VOTING BY POLL

Pursuant to Rule 17.47 (4) of the GEM Listing Rules, any vote of the Shareholders at the EGM must be taken by poll. The chairman of the EGM will therefore demand a poll for the resolution to be put to the vote at the EGM pursuant to the Articles. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under Rule 17.47 (5) of the GEM Listing Rules.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. 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.

6. RECOMMENDATION

The Directors consider that the Proposed Change of Company Name is in the interests of the Company and Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the special resolution as set out in the notice of EGM.

• 6 -

LETTER FROM THE BOARD

7. GENERAL

The English text of this circular shall prevail over the Chinese text in case of inconsistency.

Yours faithfully, By order of the Board SK Target Group Limited Loh Swee Keong Chairman and Executive Director

• 7 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of SK Target Group Limited (the “ Company ”) will be held at 3:00 p.m. on Friday, 4 October 2024 at Units 5906-12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong (the “ EGM ”) for the purposes of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

SPECIAL RESOLUTION

“ THAT , AS A SPECIAL RESOLUTION, subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “SK Target Group Limited” to “WS-SK Target Group Limited” and the dual foreign name in Chinese of the Company be changed from “瑞強集團有限公司” to “萬順瑞 強集團有限公司” (the “ Proposed Change of Company Name ”), and that any one or more of the directors, the company secretary and/or the registered office provider of the Company be and is hereby authorised to do all such acts, deeds and things and execute and deliver, and (where required) to affix the common seal of the Company to, all such documents and make all such arrangements as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

Yours faithfully,

By order of the Board SK Target Group Limited Loh Swee Keong Chairman and Executive Director

Hong Kong, 16 September 2024

• EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) For the purpose of determining the identity of the Shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, 2 October 2024 to Friday, 4 October 2024, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 30 September 2024.

• (2) Any member of the Company entitled to attend and vote at the meeting convened by this notice shall be entitled to appoint a proxy to attend and vote in his/her stead in accordance with the articles of association of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting. A proxy need not be a member of the Company but must be present in person to represent the member.

• (3) 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 thereof, shall be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment thereof should they so wish Completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the SGM or at any adjourned meeting thereof should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (4) As at the date of this notice, the Board comprises (i) one Executive Director, namely Mr. Loh Swee Keong, (ii) three Independent Non-executive Directors, namely Mr. Yau Ka Hei, Mr. Ma, She Shing Albert and Mr. Kwok Tsz Hin.

• EGM-2 -