Hung Fook Tong : Circulars - General Mandates to Issue Shares and Buy Back Shares and Re-election of Retiring Directors and Notice of 2019 Annual General Meeting

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 a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hung Fook Tong Group 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, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

HUNG FOOK TONG GROUP HOLDINGS LIMITED

鴻福堂集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1446)

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF 2019 ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "Annual General Meeting") of Hung Fook Tong Group Holdings Limited to be held at World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 6 June 2019 at 10:30 a.m. is set out on pages 13 to 17 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 website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the Annual General Meeting, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, 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. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting if you so wish.

16 April 2019

			CONTENTS
				Page
Definitions . . . .		. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
2.	General Mandates to Issue Shares and Buy Back Shares . . . . . . . . . . . . . .			4
3.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .			6
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Appendix I		-	Explanatory Statement on the Share Buy-back Mandate . .	7
Appendix II		-	Details of the Directors proposed to be re-elected at
			the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of 2019 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:

"Annual General Meeting"	the annual general meeting of the Company to be held at
	World Trade Centre Club Hong Kong, 38/F., World Trade
	Centre, 280 Gloucester Road, Causeway Bay, Hong Kong
	on Thursday, 6 June 2019 at 10:30 a.m. or any
	adjournment thereof, the notice of which is set out on
	pages 13 to 17 of this circular
"Articles of Association"	the articles of association of the Company as amended
	from time to time
"Board"	the board of Directors
"Cayman Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"Company"	Hung Fook Tong Group Holdings Limited, a company
	incorporated in the Cayman Islands on 10 January 2014
	as an exempted company with limited liability, whose
	Shares are listed on the main board of the Stock
	Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issuance Mandate"	a general and unconditional mandate to be granted to the
	Directors to allot, issue and deal with additional Shares
	during the relevant period of an aggregate number not
	exceeding 20% of the total number of issued Shares of
	the Company as at the date of passing of the relevant
	resolution granting such mandate
"Latest Practicable Date"	16 April 2019, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining the information contained in this circular

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"SFO"	the Securities and Futures Ordinance of Hong Kong,
	(Chapter 571 of the Laws of Hong Kong) as amended,
	supplemented or otherwise modified from time to time
"Share(s)"	the ordinary share(s) of the Company with a nominal
	value of HK$0.01 each
"Share Buy-back Mandate"	a general and unconditional mandate to be granted to the
	Directors to buy back Shares on the Stock Exchange up to
	a maximum number equivalent to 10% of the total
	number of issued Shares of the Company as at the date of
	passing the relevant resolution granting such mandate
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong, as
	amended from time to time
"%"	percent

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LETTER FROM THE BOARD

HUNG FOOK TONG GROUP HOLDINGS LIMITED

鴻福堂集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1446)
Executive Directors:	Registered office:
Mr. TSE Po Tat (Chairman)	Cricket Square
Dr. SZETO Wing Fu	Hutchins Drive
Ms. WONG Pui Chu	P.O. Box 2681
	Grand Cayman KY1-1111
Independent non-executive Directors:	Cayman Islands
Mr. KIU Wai Ming
Professor SIN Yat Ming	Principal place of business in Hong Kong:
Mr. Andrew LOOK	11 Dai King Street

Tai Po Industrial Estate

Tai Po, New Territories

Hong Kong

16 April 2019

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF 2019 ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the information in respect of the resolutions to be proposed at the Annual General Meeting including (i) the grant to the Directors the Issuance Mandate and the Share Buy-back Mandate;

(ii)the extension of the Issuance Mandate to include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of the retiring Directors.

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