THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in K. Wah International Holdings Limited (''Company''), you should at once hand this circular and the enclosed proxy form to the purchaser or transferee or to the bank, stockbroker, registered dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
This circular should be read in conjunction with the accompanying Annual Report for the year ended 31 December 2018. The English text of this circular shall prevail the Chinese text in case of any inconsistency.
(Stock Code: 00173)
PROPOSALS FOR RE-ELECTION OF DIRECTORS
AND
GENERAL MANDATES TO REPURCHASE SHARES AND
TO ISSUE NEW SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Picasso Room, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 5 June 2019 at 11 : 00 a.m. is set out on pages 13 to 17 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's principal place of business in Hong Kong at 29th Floor, K. Wah Centre, 191 Java Road, North Point, Hong Kong as soon as possible and, in any event, so as to be received by the Company not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so wish.
18 April 2019
CONTENTS
Page | ||
DEFINITIONS . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 | |
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES . . . . . . | 5 | |
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
APPENDIX I | - DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . | 7 |
APPENDIX II | - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 | |
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
''2019 AGM'' | the annual general meeting of the Company to be held at Picasso Room, |
Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, | |
Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 5 June 2019 at | |
11 : 00 a.m. | |
''Board'' | the board of Directors |
''Bye-laws'' | the bye-laws of the Company as amended from time to time, and ''Bye- |
laws'' construes any bye-laws thereof | |
''CG Code'' | the Corporate Governance Code as set out in Appendix 14 of the Listing |
Rules on the HK Stock Exchange | |
''close associate'' | has the meaning ascribed to the expression under the Listing Rules |
''Company'' | K. Wah International Holdings Limited, an exempted company incorporated |
in Bermuda with limited liability, the Shares of which are listed on the main | |
board of the HK Stock Exchange | |
''Company's Branch Share | the Company's branch share registrar and transfer office in Hong Kong, |
Registrar'' | namely Computershare Hong Kong Investor Services Limited, at Shops |
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, | |
Hong Kong | |
''controlling shareholder(s)'' | has the meaning ascribed to the expression under the Listing Rules |
''CP(s)'' | code provision(s) of the CG Code |
''core connected person(s)'' | has the meaning ascribed to the expression under the Listing Rules |
''Director(s)'' | the director(s) of the Company |
''Hong Kong'' or ''HKSAR'' | the Hong Kong Special Administrative Region of The People's Republic of |
China | |
''HKEx'' | Hong Kong Exchanges and Clearing Limited |
''HK Stock Exchange'' | The Stock Exchange of Hong Kong Limited |
''Latest Practicable Date'' | 12 April 2019, being the latest practicable date prior to the printing of this |
circular for ascertaining certain information contained herein | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the HK Stock Exchange |
''SFO'' | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong |
Kong |
- 1 -
DEFINITIONS
''Share(s)'' | ordinary share(s) of HK$0.10 each in the share capital of the Company |
''Share Buy-backs Code'' | the Code on Share Buy-backs |
''Share Option(s)'' | share option(s) granted pursuant to the share option scheme adopted by the |
Company on 20 June 2011 | |
''Shareholder(s)'' | holder(s) of the Share(s) |
''substantial shareholder'' | has the meaning ascribed to the expression under the Listing Rules |
''Takeovers Code'' | the Code on Takeovers and Mergers |
''HK$'' | Hong Kong dollar(s), the lawful currency of Hong Kong |
''%'' | per cent |
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LETTER FROM THE BOARD
(Stock Code: | 00173) |
Executive Directors: | Registered Office: |
Dr. Lui Che-woo, GBM, MBE, JP, LLD, DSSc, DBA | Canon's Court |
(Chairman and Managing Director) | 22 Victoria Street |
Mr. Francis Lui Yiu Tung | Hamilton HM 12 |
Ms. Paddy Tang Lui Wai Yu, BBS, JP | Bermuda |
Mr. Alexander Lui Yiu Wah | |
Non-executive Director: | Principal Place of Business |
in Hong Kong: | |
Dr. Moses Cheng Mo Chi, GBM, GBS, OBE, JP | 29th Floor |
Independent Non-executive Directors: | K. Wah Centre |
191 Java Road | |
Dr. Robin Chan Yau Hing, GBM, GBS, LLD, JP | North Point |
Dr. William Yip Shue Lam, LLD | Hong Kong |
Mr. Au Man Chu | |
Mr. Wong Kwai Lam | |
18 April 2019 |
To the Shareholders,
Dear Sir or Madam,
PROPOSALS FOR RE-ELECTION OF DIRECTORS
AND
GENERAL MANDATES TO REPURCHASE SHARES AND
TO ISSUE NEW SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with the notice of 2019 AGM, and the information regarding the resolutions to be proposed at the 2019 AGM relating to (i) the re-election of Directors; and (ii) the grant to the Directors of general mandates to repurchase Shares and to issue new Shares.
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