KINGDOM HOLDINGS LIMITED 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Kingdom 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, licensed securities dealer 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.
KINGDOM HOLDINGS LIMITED
金 達 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as "Kingdom (Cayman) Limited")
(Stock Code: 528)
RENEWAL OF
GENERAL MANDATES TO ISSUE SHARES AND
TO BUY BACK SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting to be held at 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 21 May 2021 at 3:30 p.m. is set out on pages 17 to 23 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.kingdom-china.com). Whether or not you intend to attend and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. not later than 3:30 p.m. on Wednesday, 19 May 2021) or any adjournment thereof. 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. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.
References to time and dates in this circular are to Hong Kong time and dates.
20 April 2021
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
In compliance with the HKSAR Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), the Company will implement additional precautionary measures at the AGM including, without limitation:
- compulsory body temperature screening;
- mandatory use of surgical face masks;
- anyone attending the AGM is reminded to observe good personal hygiene at all times;
- appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding;
- no food and beverage refreshment will be provided at the AGM; and
- no souvenir/gift will be distributed.
In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person. Shareholders are advised to read the leaflet attached to this circular for further detail and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
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CONTENTS | |||
Page | |||
Definitions . . . | . . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | ||
Appendix I | - | Explanatory Statement on the Share Buy-back Mandate . . . . . . . . . . | 9 |
Appendix II | - | Biographical Details of the Directors Proposed to be | |
Re-elected at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . | 13 | ||
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 21 May 2021 at 3:30 p.m. and notice of which is set out on pages 17 to 23 of this circular, or where the context so admits, any adjournment thereof
"Articles of Association"
"associate(s)"
"Board"
"close associate(s)"
"Companies Law"
"Company"
the articles of association of the Company, as amended from time to time
has the same meaning ascribed to it under the Listing Rules
the board of Directors
has the same meaning ascribed to it under the Listing Rules
the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands
Kingdom Holdings Limited（金達控股有限公司）, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange
"core connected person(s)" | has the same meaning ascribed to it under the Listing |
Rules | |
"Director(s)" | the director(s) of the Company |
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DEFINITIONS
"General Mandate"
"Group"
"HK$"
"Hong Kong"
"Latest Practicable Date"
"Listing Rules"
"Nomination Committee"
"PRC"
"RMB"
"SFO"
"Share(s)"
"Share Buy-back Mandate"
a general and unconditional mandate to be granted to the Directors to allot, issue, and otherwise deal with new Shares and other securities not exceeding the sum of 20% of the total number of issued Shares as at the date of passing of the relevant resolutions, and the number of Shares bought back by the Company (if any) pursuant to the Share Buy-back Mandate
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the People's Republic of China
13 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
the nomination committee of the Company
The People's Republic of China
Renminbi, the lawful currency of the PRC
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
share(s) of HK$0.01 each of the Company
a general and unconditional mandate to be granted to the Directors to exercise the power of the Company to buy back Shares in issue up to a maximum of 10% of the total number of issued Shares as at the date of passing the relevant resolutions
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DEFINITIONS
"Shareholder(s)"
"Stock Exchange"
"substantial shareholder(s)"
"Takeovers Code"
"%"
holder(s) of the Share(s)
The Stock Exchange of Hong Kong Limited
has the same meaning ascribed to it under the Listing Rules
the Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong, as amended from time to time
per cent
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LETTER FROM THE BOARD
KINGDOM HOLDINGS LIMITED
金 達 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as "Kingdom (Cayman) Limited")
(Stock Code: 528)
Executive Directors: | Registered Office: |
Mr. REN Weiming (Chairman) | Cricket Square |
Mr. SHEN Yueming | Hutchins Drive |
Mr. ZHANG Hongwen | P.O. Box 2681 |
Ms. SHEN Hong | Grand Cayman KY1-1111 |
Cayman Islands | |
Non-executive Director: | |
Mr. NGAN Kam Wai Albert | Principal Place of Business |
in Hong Kong: | |
Independent Non-executive Directors: | Level 54 |
Mr. LAU Ying Kit | Hopewell Centre |
Mr. LO Kwong Shun Wilson | 183 Queen's Road East |
Mr. YAN Jianmiao | Hong Kong |
20 April 2021 | |
To: The Shareholders | |
Dear Sirs or Madams |
RENEWAL OF
GENERAL MANDATES TO ISSUE SHARES AND
TO BUY BACK SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the Annual General Meeting and to provide you with information regarding certain resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against those resolutions at the Annual General Meeting.
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LETTER FROM THE BOARD
At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (i) the renewal of the General Mandate and the Share Buy-back Mandate;
- the extension of the General Mandate to include the Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of retiring Directors.
RENEWAL OF GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES
At the annual general meeting of the Company held on 22 May 2020, ordinary resolutions were passed granting general mandates to the Directors (i) to allot and issue Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolutions, and
- to buy back Shares up to 10% of the total number of issued Shares as at the date of passing of the relevant resolutions. Such general mandates will expire at the conclusion of the forthcoming Annual General Meeting.
At the Annual General Meeting, separate ordinary resolutions will be proposed:
- to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of passing the resolution. The General Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 629,678,000 Shares in issue as at the Latest Practicable Date and assuming no change to the number of issued Shares prior to the date of the Annual General Meeting, the Directors will be authorised to allot, issue and deal with up to 125,935,600 Shares under the General Mandate;
- to grant the Share Buy-back Mandate to the Directors to exercise all powers of the Company to buy back issued Shares subject to the criteria set out in this circular. Under such Share Buy-back Mandate, the maximum number of Shares that the Company may be bought back shall not exceed 10% of the total number of issued Shares as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue is 629,678,000 Shares. The Share Buy-back Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Subject to the passing of the proposed ordinary resolution approving the granting of the Share Buy-back Mandate and assuming no change to the total number of issued Shares prior to the Annual General Meeting, the Company would be allowed under the Share Buyback Mandate to buy back a maximum of 62,967,800 Shares, being 10% of the total number of issued Shares as at the date of passing of the resolution in relation thereof; and
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LETTER FROM THE BOARD
- subject to the passing of the aforesaid ordinary resolutions of the General Mandate and the Share Buy-back Mandate, to extend the total number of Shares to be issued and allotted under the General Mandate by an additional number representing such number of Shares bought back under the Share Buy-back Mandate.
In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution to renew the grant of the Share Buy-back Mandate at the Annual General Meeting.
RE-ELECTION OF DIRECTORS
In accordance with Articles 87 and 88 of the Articles of Association, each of Ms. SHEN Hong, Mr. LAU Ying Kit and Mr. LO Kwong Shun Wilson will retire from office of Directors by rotation at the Annual General Meeting, and being eligible, offer themselves for re-election as Directors at the Annual General Meeting.
At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Ms. SHEN Hong as executive Director, Mr. LAU Ying Kit and Mr. LO Kwong Shun Wilson as independent non-executive Directors.
Mr. LAU Ying Kit has been serving as an independent non-executive Director since his appointment on 13 November 2006 and Mr. LO Kwong Shun Wilson has been serving as an independent non-executive Director since his appointment on 17 May 2010. Pursuant to Code Provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules,
- having served the Company for more than nine years could be relevant to the determination of an independent non-executive director's independence and (b) if an independent non-executive director has served more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Accordingly, the rotation and re-election of each of Mr. LAU Ying Kit and Mr. LO Kwong Shun Wilson shall be approved by Shareholders by way of separate resolutions at the Annual General Meeting.
Mr. LAU Ying Kit has extensive experience in the accounting field. His participations in the Board bring independent judgments on issues relating to the Group's accounts, internal controls, risk management, nominations of directors, conflicts of interests and other management matters. The Board considered the re-election of Mr. LAU as independent non-executive Director can safeguard the interests of the Shareholders.
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LETTER FROM THE BOARD
Mr. LO Kwong Shun Wilson has extensive experience in the corporate finance field. His participations in the Board bring independent judgments on issues relating to the Group's corporate finance, accounts, internal controls, risk management, nominations of directors, conflicts of interests and other management matters. The Board considered the re-election of Mr. LO as an independent non-executive Director can safeguard the interests of the Shareholders.
The Board has received from each of Mr. LAU Ying Kit and Mr. LO Kwong Shun Wilson a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules, and noted that each of Mr. LAU Ying Kit and Mr. LO Kwong Shun Wilson has not engaged in any executive management of the Group. Taking into consideration of each of their independent scope of works in the past years, the Directors consider each of Mr. LAU Ying Kit and Mr. LO Kwong Shun Wilson to be independent under the Listing Rules despite the fact that each of Mr. LAU Ying Kit and Mr. LO Kwong Shun Wilson has been serving the Company for more than nine years and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity, if they are re-elected at the Annual General Meeting.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid independent non-executive Directors who are due to retire at the Annual General Meeting.
The biographical details of such retiring Directors as required to be disclosed under the Listing Rules are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING
The Company will convene the Annual General Meeting at 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 21 May 2021 at 3:30 p.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions proposed in the notice of the Annual General Meeting as set out on pages 17 to 23 of this circular.
A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. not later than 3:30pm on Wednesday, 19 May 2021) or any adjournment thereof. 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. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.
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LETTER FROM THE BOARD
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of 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 pursuant to the Listing Rules. At the Annual General Meeting, the chairman of the Annual General Meeting will therefore demand for a poll for every resolution put to vote at the Annual General Meeting pursuant to Article 66 of the Articles of Association. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner 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 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 consider that (i) the renewal of the General Mandate and the Share Buy-back Mandate; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of retiring Directors are in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully
By Order of the Board
Mr. REN Weiming
Chairman
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APPENDIX I | EXPLANATORY STATEMENT ON |
THE SHARE BUY-BACK MANDATE | |
This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Share Buy-back Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules and other relevant provisions of the Listing Rules which is set out as follows:
1. SHARES IN ISSUE
As at the Latest Practicable Date, there was a total of 629,678,000 Shares in issue. Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares are issued, allotted, bought back or cancelled during the period from the Latest Practicable Date to the Annual General Meeting, the Company will be allowed under the Share Buy-back Mandate to buy-back a maximum of 62,967,800 Shares, being 10% of the total number of Shares in issue of the Company as at the date of the passing of the relevant resolution.
2. REASONS FOR SHARE BUY-BACK
The Directors have no present intention to buy back any Shares but consider that the ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a buy back will benefit the Company and the Shareholders as a whole.
As compared with the financial position of the Company as at 31 December 2020 (as disclosed in its latest audited financial statements for the year ended 31 December 2020), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed buy-back were to be carried out in full during the proposed buy-back period. In the circumstances, the Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.
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APPENDIX I | EXPLANATORY STATEMENT ON |
THE SHARE BUY-BACK MANDATE | |
3. FUNDING OF SHARE BUY-BACK
The Company is empowered by its Articles of Association to buy back its Shares. In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and laws of the Cayman Islands. The laws of the Cayman Islands and the Articles of Association provide that payment for a share buy-back may only be made out of profits or the proceeds of a new issue of Shares made for such purpose or subject to the Companies Law, out of capital of the Company. The amount of premium payable on buy-back of Shares may only be paid out of either the profits or subject to the Companies Law, out of capital of the Company.
In addition, under the laws of the Cayman Islands, payment out of capital by a company for the buy-back by a company of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business. In accordance with the laws of the Cayman Islands, the shares so bought back would be treated as cancelled.
4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company in the event that the Share Buy-back Mandate is granted by the Shareholders.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Share Buy-back Mandate is granted by the Shareholders.
5. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to buy back Shares pursuant to the Share Buy-back Mandate and in accordance with the Listing Rules, the Articles of Association and the laws of the Cayman Islands.
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APPENDIX I | EXPLANATORY STATEMENT ON |
THE SHARE BUY-BACK MANDATE | |
6. EFFECT OF TAKEOVERS CODE
A buy-back of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Ren Weiming, the chairman of the Company, and Kingdom Investment Holdings Limited, a controlling Shareholder and a company beneficially owned as to approximately 76.38% by Mr. Ren Weiming, hold approximately 50.01% and 48.09% of the total number of issued Shares of the Company, respectively. In the event that the Directors exercise in full the power to buy back the Shares which is proposed to be granted pursuant to the Share Buy-back Mandate, the shareholding of Mr. Ren Weiming and Kingdom Investment Holdings Limited would be increased to approximately 55.56% and 53.43% of the then total number of issued Shares of the Company, respectively, and such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. In any case, the Company has no intention to exercise the Share Buy-back Mandate to such extent that it would give rise to an obligation to make a mandatory offer under the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25% of the total number of issued Shares of the Company.
7. SHARE BUY-BACKS BY THE COMPANY
The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
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APPENDIX I | EXPLANATORY STATEMENT ON |
THE SHARE BUY-BACK MANDATE | |
8. SHARE PRICES
During the period from 1 April 2020 to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:
Highest | Lowest | |
HK$ | HK$ | |
2020 | ||
April | 1.54 | 1.20 |
May | 1.47 | 1.26 |
June | 1.45 | 1.23 |
July | 1.40 | 1.23 |
August | 1.39 | 1.15 |
September | 1.45 | 1.23 |
October | 1.35 | 1.30 |
November | 1.42 | 1.20 |
December | 1.37 | 1.18 |
2021 | ||
January | 1.35 | 1.19 |
February | 1.32 | 1.20 |
March | 1.28 | 1.15 |
April (up to the Latest Practicable Date) | 1.25 | 1.16 |
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APPENDIX II | BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED |
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:
SHEN HONG（沈鴻）
Ms. Shen Hong（沈鴻）, aged 54, is an executive Director. Ms. Shen is the management controller of the Group. She completed her professional accounting studies at Zhejiang Long March Finance School in the People's Republic of China in July 1994 and has more than 20 years of experience in finance-related area. Ms. Shen is the director of Heilongjiang Kingdom Flax and Hemp Co., Ltd. Ms. Shen is also a director of Zhejiang Kingdom Creative Co. Ltd, Zhaosu Jindi Flax Co., Ltd, Heilongjiang Kangyuan Bio-Technology Co., Ltd, Heilongjiang Kangyuan Flax and Hemp Seed Co., Ltd. Before joining the Group in March 2003, she worked in Kingdom Creative as the head of finance management department.
As at the Latest Practicable Date, Ms. Shen had an interest in 504,000 Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Ms. Shen (i) has no other relationship with any Director, senior management or substantial or controlling Shareholder of the Company; and (ii) has not held any position with the Company or any of its subsidiaries or any directorship in other listed public companies in the last three years; and there is no other information that should be disclosed under Rule 13.51(2) of the Listing Rules, nor any other matter that needs to be brought to the attention of the Shareholders.
Ms. Shen has reached the statutory retirement age in the PRC and regarded as a re- employed retiree. Ms. Shen has a retiree re-employment service contract, renewable on annual basis, with Zhejiang Jinyuan Flax Co., Ltd, an indirect wholly-owned subsidiary of the Company, with a monthly salary of RMB20,000 and is also entitled to annual discretionary bonus. The total remuneration of Ms. Shen for the year ended 31 December 2020 was RMB250,000. No additional fee is payable to Ms. Shen for her role as an executive Director. Accordingly, no separate service contract has been entered between the Company and Ms. Shen in relation to her appointment as executive Director. Ms. Shen is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
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APPENDIX II | BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED |
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
LAU YING KIT（劉英傑）
Mr. Lau Ying Kit（劉英傑）, aged 47, is an independent non-executive Director. Mr. Lau is currently an independent non-executive director of China Wood Optimization (Holding) Limited (Stock Code: 01885), United Strength Power Holdings Limited (Stock Code: 02337) and Sinco Pharmaceuticals Holdings Limited (Stock Code: 06833), companies listed on the Main Board of the Stock Exchange. Mr. Lau was an independent non-executive director of Xiezhong International Holdings Limited (Stock Code: 03663) from 16 May 2012 until 30 September 2020. Mr. Lau is a fellow member of the Hong Kong Institute of Certified Public Accountants and holds a master's degree in finance from the City University of Hong Kong. He has extensive experience in financial and accounting in China and Hong Kong. He joined the Group in November 2006.
As at the Latest Practicable Date, Mr. Lau did not have any interests in securities of the Company within the meaning of Part XV of the SFO.
Mr. Lau has been serving as an independent non-executive Director for more than nine years since his appointment on 13 November 2006. Pursuant to code provision A.4.3 of the CG Code, an independent non-executive director has served the Company for more than nine years could be relevant to the determination of his independence, and his further appointment should be subject to a separate resolution to be approved by shareholders. Accordingly, the rotation and re-election of Mr. Lau shall be approved by shareholders by way of separate resolution at the Annual General Meeting.
Mr. Lau has extensive experience in the accounting field. His participations in the Board bring independent judgments on issues relating to the Group's accounts, internal controls, risk management, nominations of directors, conflicts of interests and other management matters. The Board considered the re-election of Mr. Lau as independent non-executive Director can safeguard the interests of the Shareholders.
The Board has received from Mr. Lau a confirmation of his independence pursuant to Rule
3.13 of the Listing Rules, and noted that Mr. Lau has not engaged in any executive management of the Group.
Taking into consideration his independent scope of works in the past years, the Directors consider Mr. Lau to be independent under the Listing Rules despite the fact that he has been serving the Company for more than nine years, and his background especially his accounting experience would complement and enhance the diversity of the Board.
Mr. Lau will retire as an independent non-executive Director, being eligible, offer himself for re-election by way of a separate resolution at the Annual General Meeting.
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APPENDIX II | BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED |
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Save as disclosed above, Mr. Lau (i) has no other relationship with any Director, senior management or substantial or controlling Shareholder of the Company; and (ii) has not held any position with the Company or any of its subsidiaries or any directorship in other listed public companies in the last three years; and there is no other information that should be disclosed under Rule 13.51(2) of the Listing Rules, nor any other matter that needs to be brought to the attention of the Shareholders.
Mr. Lau has entered into a service agreement with the Company for a term of three years commencing from 1 January 2019 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. He is entitled to a director's fee of HK$12,000 per month which is determined with reference to the remuneration benchmark in the industry and the prevailing market conditions.
LO KWONG SHUN WILSON（羅廣信）
Mr. Lo Kwong Shun Wilson（羅廣信）, aged 47, is an independent non-executive Director. Mr. Lo has more than 10 years of working experience in investment banking and advising on corporate finance. Mr. Lo is currently a deputy general manager of Guotai Junan Capital Limited. Mr. Lo is also an independent non-executive director of Raymond Industrial Limited (Stock Code: 00229), a company listed on the Main Board of the Stock Exchange. Mr. Lo also has three years of experience in the field of auditing and accounting. Mr. Lo is a member of the American Institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Public Accountants. He obtained his bachelor's degree in commerce from the University of British Columbia in Canada in 1995. He joined the Group in May 2010.
As at the Latest Practicable Date, Mr. Lo did not have any interests in securities of the Company within the meaning of Part XV of the SFO.
Mr. Lo has been serving as an independent non-executive Director for more than nine years since his appointment on 17 May 2010. Pursuant to code provision A.4.3 of the CG Code, an independent non-executive director has served the Company for more than nine years could be relevant to the determination of his independence, and his further appointment should be subject to a separate resolution to be approved by shareholders. Accordingly, the rotation and re-election of Mr. Lo shall be approved by shareholders by way of separate resolution at the Annual General Meeting.
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APPENDIX II | BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED |
TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING | |
Mr. Lo has extensive experience in the corporate finance field. His participations in the Board bring independent judgments on issues relating to the Group's corporate finance, accounts, internal controls, risk management, nominations of directors, conflicts of interests and other management matters. The Board considered the re-election of Mr. Lo as an independent non- executive Director can safeguard the interests of the Shareholders.
The Board has received from Mr. Lo a confirmation of his independence pursuant to Rule
3.13 of the Listing Rules, and noted that Mr. Lo has not engaged in any executive management of the Group.
Taking into consideration his independent scope of works in the past years, the Directors consider Mr. Lo to be independent under the Listing Rules despite the fact that he has been serving the Company for more than nine years, and his background especially his corporate finance experience would complement and enhance the diversity of the Board.
Mr. Lo will retire as an independent non-executive Director, being eligible, offer himself for re-election by way of a separate resolution at the Annual General Meeting.
Save as disclosed above, Mr. Lo (i) has no other relationship with any Director, senior management or substantial or controlling Shareholder of the Company; and (ii) has not held any position with the Company or any of its subsidiaries or any directorship in other listed public companies in the last three years; and there is no other information that should be disclosed under Rule 13.51(2) of the Listing Rules, nor any other matter that needs to be brought to the attention of the Shareholders.
Mr. Lo has entered into a service agreement with the Company for a term of three years commencing from 1 January 2019 and he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. He is entitled to a director's fee of HK$10,000 per month which is determined with reference to the remuneration benchmark in the industry and the prevailing market conditions.
Others
There is no other information relating to the above Directors that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
KINGDOM HOLDINGS LIMITED
金 達 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as "Kingdom (Cayman) Limited")
(Stock Code: 528)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Kingdom Holdings Limited (the "Company") will be held at 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 21 May 2021 at 3:30 p.m. for the following purposes:
ORDINARY BUSINESS
To consider and if thought fit, approve the following resolutions (with or without modification) as ordinary resolutions of the Company:
- To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and the auditors of the Company (the "Auditors") for the year ended 31 December 2020;
- To re-elect Ms. SHEN Hong as executive Director;
- To re-elect Mr. LAU Ying Kit as independent non-executive Director;
- To re-elect Mr. LO Kwong Shun Wilson as independent non-executive Director;
- To authorize the Board to fix the remuneration of Directors;
- To re-appoint Ernst & Young as Auditors to hold office until the conclusion of the next annual general meeting and to authorise the board of Directors to fix their remuneration;
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NOTICE OF ANNUAL GENERAL MEETING
SPECIAL BUSINESS
7. To consider and, if thought fit, pass the following resolution (with or without modification) as an ordinary resolution of the Company:
"THAT:
- subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) shall be in addition to any other authorisation gives to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
- the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited (the "Stock Exchange"); or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation and subdivision shall be the same; and the said approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
-
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and
- the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in a general meeting.; and
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of ordinary shares 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 may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory outside Hong Kong).";
8. To consider and, if thought fit, pass the following resolution (with or without modification) as an ordinary resolution of the Company:
"THAT:
- subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back issued shares of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
- the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy back its shares at a price determined by the Directors;
- the total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation and subdivision shall be the same; and the said approval shall be limited accordingly; and
-
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: - the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and
- the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in a general meeting"; and
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NOTICE OF ANNUAL GENERAL MEETING
9. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:
"THAT conditional upon the passing of resolutions nos. 7 and 8 above, the general mandate to the Directors pursuant to resolution no. 7 be and is hereby extended by the addition thereto of the total number of shares of the Company bought back by the Company under the authority granted pursuant to the resolution no. 8, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution."
By Order of the Board
Mr. REN Weiming
Chairman
Hong Kong, 20 April 2021
Notes:
- All resolutions at the meeting will 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) pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
- A member entitled to attend and vote at the above meeting may appoint one or, if he holds two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. In view of the development of novel coronavirus disease, Shareholders may consider appointing the chairman of the Annual General Meeting as his/her proxy to vote on the resolutions, instead of attending the Annual General Meeting in person.
- Where there are joint holders of any share, any one of such joint holder may vote, either in person 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 meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
- In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof shall be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 3:30pm on Wednesday, 19 May 2021) or any adjournment thereof. The proxy form will be published on the website of the Stock Exchange.
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NOTICE OF ANNUAL GENERAL MEETING
- For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from 14 May 2021 to 21 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on 13 May 2021.
- Shareholders of the Company whose names appear on the register of members of the Company on 21 May 2021 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.
- In compliance with the HKSAR Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), the Company will implement additional precautionary measures at the AGM including, without limitation:
- compulsory body temperature screening;
- mandatory use of surgical face masks;
- anyone attending the AGM is reminded to observe good personal hygiene at all times;
- appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding;
- no food and beverage refreshment will be provided at the AGM; and
- no souvenir/gift will be distributed.
- In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.
- Members are advised to read the leaflet attached to this notice for further detail and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
- In view of the travelling restrictions imposed by various jurisdictions including Hong Kong to prevent the spread of the COVID-19, certain Director(s) of the Company may attend the AGM through conference call or similar electronic means.
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NOTICE OF ANNUAL GENERAL MEETING
- (a) Subject to paragraph (b) below, if a tropical cyclone typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is expected to be in force at any time between 7:00 a.m. and 5:00 p.m. on the date of the AGM, the AGM will be postponed and the Shareholders will be informed of the date, time and venue of the postponed AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.
- If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the AGM and where conditions permit, the AGM will be held as scheduled.
- The AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
- After considering their own situations, the Shareholders should decide on their own as to whether they will attend the AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.
- References to time and dates in this circular are to Hong Kong time and dates.
As at the date of this notice, the executive Directors of the Company are Mr. REN Weiming, Mr. SHEN Yueming, Mr. ZHANG Hongwen and Ms. SHEN Hong; the non-executive Director of the Company is Mr. NGAN Kam Wai Albert; and the independent non-executive Directors of the Company are Mr. LAU Ying Kit, Mr. LO Kwong Shun Wilson and Mr. YAN Jianmiao.
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KINGDOM HOLDINGS LIMITED
金 達 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as "Kingdom (Cayman) Limited")
(Stock Code: 528)
PRECAUTIONARY MEASURES FOR THE 2021 ANNUAL GENERAL MEETING ("AGM")
In compliance with the HKSAR Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection (CHP) of the Department of Health on the prevention of coronavirus disease 2019 (COVID-19), Kingdom Holdings Limited (the "Company") will implement additional precautionary measures at the AGM in the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the AGM (the "Stakeholders") which include without limitation:
- All attendees will be required to wear surgical face masks before they are permitted to attend, and during their attendance of, the AGM. Attendees are advised to maintain appropriate social distance with each other at all times when attending the AGM.
- There will be compulsory body temperature screening for all persons before entering the AGM venue. Any person with a body temperature of 37.8 degrees Celsius or above will not be given access to the AGM venue. Denied entry to the AGM venue also means the person will not be allowed to attend the AGM.
- Anyone who has recent travel history, is subject to quarantine, or has any flu-like symptoms or close contact with any person under quarantine or with recent travel history will not be permitted to attend the AGM.
- Anyone attending the AGM is reminded to observe good personal hygiene at all times.
- Appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding.
- In light of the continuing risks posed by the COVID-19 pandemic, and in the interests of protecting the Stakeholders, the Company is supportive of the precautionary measures being adopted and strongly encourages shareholders NOT to attend the AGM in person and advises shareholders to appoint the Chairman of the AGM or any Director or Company Secretary of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.
- No food and beverage refreshment will be provided at the AGM. No souvenir/ gift will be distributed.
- Shareholders are advised to read this leaflet carefully and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
- Health education materials and up-to-date development on COVID-19 can be found on the CHP website (www.chp.gov.hk) and the website of the HKSAR Government on COVID-19 (www.coronavirus.gov.hk).
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Kingdom Holdings Limited published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 00:33:10 UTC.
