Wan Kei : PROPOSED RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING 2017-07-13 241.29 KB

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Wan Kei Group Holdings Limited (the "Company"), you should at once hand this circular 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 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

WAN KEI GROUP HOLDINGS LIMITED 宏基集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1718) PROPOSED RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held on Tuesday, 15 August 2017 at 2:30

p.m. at Forum Room on C Floor, Metro Park Hotel Mong Kok, 22 Lai Chi Kok Road, Mong Kok, Kowloon, Hong Kong is set out on pages 18 to 22 of 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 in accordance with the instructions printed thereon 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 holding the annual general meeting. 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 (as the case may be), should you so wish.

14 July 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPENDIX II - DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION 11 NOTICE OF ANNUAL GENERAL MEETING 18

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

"AGM" the annual general meeting of the Company to be held on Tuesday, 15 August 2017 at 2:30 p.m. at Forum Room on C Floor, Metro Park Hotel Mong Kok, 22 Lai Chi Kok Road, Mong Kok, Kowloon, Hong Kong;

"AGM Notice" the notice convening the AGM set out on pages 18 to 22 of this circular;

"Articles" the articles of association of the Company;

"Board" the board of Directors;

"close associate(s)" has the same meaning as defined in the Listing Rules;

"Company" Wan Kei Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange;

"core connected person" has the same meaning as defined in the Listing Rules; "Director(s)" the directors of the Company;

"Group" the Company and its subsidiaries;

"HK$" Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;

"Hong Kong Listed Company" the issued shares of which are listed on the Main Board or

the Growth Enterprise Market of the Stock Exchange;

"Issue Mandate" a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares set out as resolution no. 11 in the AGM Notice;

"Latest Practicable Date" 7 July 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information for inclusion in this circular;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"Main Board" the securities listed on the stock market operated by the Stock Exchange other than the Growth Enterprise Market;

"PRC" the People's Republic of China;

"Repurchase Mandate" a general and unconditional mandate proposed to be granted

to the Directors to exercise all powers of the Company to repurchase Shares set out as resolution no. 12 in the AGM Notice;

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

"Share(s)" ordinary share(s) in the share capital of the Company;

"Shareholder(s)" holder(s) of (a) Share(s);

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"Takeovers Code" The Hong Kong Code on Takeovers and Mergers and Share Buy-backs;

"%" per cent; and

"*" for identification purpose only.

WAN KEI GROUP HOLDINGS LIMITED 宏基集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1718)

Executive Directors:

Mr. Lau Woon Si (Chairman)

Mr. Fong Hon Hung (Chief Executive Officer)

Mr. Cheung Lap Kei

Mr. Chan Chi Ming Tony

Independent non-executive Directors:

Mr. Lo Wa Kei Roy Ms. Li Zhongye Cindy Ms. Wang Qing

Mr. Leung Ka Fai Nelson

Registered Office:

Clifton House 75 Fort Street

PO Box 1350

Grand Cayman KY1-1108 Cayman Islands

Head Office and Principal Place of Business:

Room 1802, 18/F AXA Centre

No.151 Gloucester Road, Wanchai Hong Kong

14 July 2017

To the Shareholders,

Dear Sir or Madam,

PROPOSED RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate; (ii) furnish you details of the proposed re-election of retiring Directors; (iii) set out an explanatory statement regarding the Repurchase Mandate; and (iv) give you notice of the AGM.

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

The Company's existing mandates to issue and repurchase Shares were approved by its Shareholders on 6 September 2016. Unless otherwise renewed, the existing mandates to issue and repurchase Shares will lapse at the conclusion of the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

1. to allot, issue and otherwise deal with new Shares not exceeding 20% of the total number of the issued Shares as at the date of passing the proposed resolution at the AGM; and

2. to repurchase Shares not exceeding 10% of the total number of issued Shares as at the date of passing the proposed resolution at the AGM.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).

The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if so granted to the Directors at the AGM).

As at the Latest Practicable Date, the issued share capital of the Company comprised 960,000,000 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of AGM, the Directors would be authorised to exercise the powers of the Company to allot, issue and otherwise deal with a maximum of 192,000,000 new Shares under the Issue Mandate, and to repurchase a maximum of 96,000,000 Shares under the Repurchase Mandate.

An explanatory statement containing information regarding the Repurchase Mandate is set out in the Appendix I.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Mr. Fong Hon Hung will retire from office as Director at the AGM and offers himself for re- election pursuant to article 108(a) of the Articles.

In accordance with article 112 of the Articles, Mr. Cheung Lap Kei, Mr. Chan Chi Ming Tony, Mr. Lo Wa Kei Roy, Ms. Li Zhongye Cindy, Ms. Wang Qing and Mr. Leung Ka Fai Nelson, being the newly appointed Directors during the year shall hold office until the AGM and, being eligible, offer themselves for re-election as Directors.

Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held on Tuesday, 15 August 2017 at 2:30 p.m. at Forum Room on C Floor, Metro Park Hotel Mong Kok, 22 Lai Chi Kok Road, Mong Kok, Kowloon, Hong Kong is set out on pages 18 to 22 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

You will find enclosed a form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon 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 holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof (as the case may be), should you so wish.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the extension to the Issue Mandate and the re-election of retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions as set out in the AGM Notice at the forthcoming AGM.

By order of the Board

WAN KEI GROUP HOLDINGS LIMITED Lau Woon Si

Chairman

This appendix includes an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

   The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

   The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING AND IMPACT OF REPURCHASES

   Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum and Articles, the Listing Rules and the applicable laws of the Cayman Islands. As compared with the financial position of the Company as at 31 March 2017 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event the proposed repurchases were to be carried out in full during the proposed repurchase period.

   The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR REPURCHASES

   The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases 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 earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. SHARE CAPITAL

   As at the Latest Practicable Date, the issued share capital of the Company comprised 960,000,000 Shares.

   Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 96,000,000 Shares.

5. UNDERTAKING OF THE DIRECTORS

   The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Articles.

6. EFFECT OF THE TAKEOVERS CODE

   If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, 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. As a result, a Shareholder or a group of Shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

   As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:

   Approximate % of interest As at the

   Name Capacity/Nature of interest

   Number of shares held/ interested

   Latest Practicable

   Date

   If Repurchase Mandate is exercise in full

   Mr. Lau Woon Si ("Mr. WS Lau") Interests held jointly with other persons;

   interest in controlled corporation

   (Notes 1 and 3)

   340,920,000 35.51% 39.46%

   Mr. Fong Hon Hung ("Mr. Fong") Interests held jointly with other persons

   (Notes 2 and 3)

   340,920,000 35.51% 39.46%

   Mr. Leung Man Lun Stephen

   ("Mr. Leung") (Resigned as Director on 3 January 2017)

   Interests held jointly with other persons

   (Note 3)

   340,920,000 35.51% 39.46%

   Suntecli Company Limited ("Suntecli") Interests held jointly with other persons;

   beneficial owner

   (Note 3)

   340,920,000 35.51% 39.46%

   Samwood Global Limited ("Samwood") Interests held jointly with other persons

   (Note 3)

   340,920,000 35.51% 39.46%

   Ms. So Choi Interest of spouse

   (Note 4)

   340,920,000 35.51% 39.46%

   Ms. Kwong Sui Sim Interest of spouse

   (Note 5)

   340,920,000 35.51% 39.46%

   Ms. Chan Sui Yau Cathy Interest of spouse

   (Note 6)

   340,920,000 35.51% 39.46%

   Notes:

7. Mr. WS Lau owns approximately 94.65% shareholding in Suntecli, which in turn beneficially owns 35.51% shareholding in the Company. Therefore, Mr. WS Lau is deemed or taken to be interested in all the Shares which are beneficially owned by Suntecli for the purpose of SFO. Mr. WS Lau is the chairman of the Board, an executive Director and the chairman of the nomination committee of the Company.

8. Mr. Fong is the chief executive officer and an executive Director.

9. Suntecli and Samwood with Mr. WS Lau, Mr. Fong and Mr. Leung, are parties acting in concert (having the meaning as ascribed thereto in the Takeovers Code) pursuant to a concert party deed dated 3 December 2014 (the "Concert Party Deed") and accordingly each of them is deemed to be interested in the Shares held by each other. Pursuant to the Concert Party Deed, Mr. WS Lau, Mr. Fong, Mr. Leung, Suntecli and Samwood have been parties acting in concert (having the meaning as ascribed thereto in the Takeovers Code) and will continue to be parties acting in concert (having the meaning as ascribed thereto in the Takeovers Code) until such arrangement is terminated in writing by them pursuant to the Concert Party Deed.

10. Ms. So Choi is the spouse of Mr. WS Lau and is deemed or taken to be interested in all the Shares in which Mr. WS Lau has, or is deemed to have, an interest for the purposes of the SFO.

11. Ms. Kwong Sui Sim is the spouse of Mr. Fong and is deemed or taken to be interested in all the Shares in which Mr. Fong has, or is deemed to have, an interest for the purposes of the SFO.

12. Ms. Chan Sui Yau Cathy is the spouse of Mr. Leung and is deemed or taken to be interested in all the Shares in which Mr. Leung has, or is deemed to have, an interest for the purposes of the SFO. Mr. Leung was an executive Director of the Company and resigned as executive Director on 3 January 2017.

    In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests of each of the above Shareholders in the Company would be increased to approximately the percentages as set out opposite their respective names in the table above. On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, the Shareholders, or group of Shareholders acting in concert above, will be obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate were exercised in full. The Directors do not intend to exercise the power to repurchase Shares to an extent which would render the aforesaid Shareholders or any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total number of issued Share.

13. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

    None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. 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 Company is authorised to make repurchases of Shares.

14. SHARE REPURCHASE MADE BY THE COMPANY

    No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.

15. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous 12 months and up to the Latest Practicable Date were as follows:

Highest HK$	Shares	Lowest HK$
2016 July	0.80	0.66
August	1.18	0.67
September	1.24	0.93
October	1.15	0.93
November	1.15	1.03
December	1.47	1.03
2017 January	1.28	1.04
February	1.09	0.72
March	0.87	0.67
April	0.76	0.67
May	0.80	0.55
June	0.83	0.65
July (until the Latest Practicable Date)	0.71	0.66