DEFINITIONS. In this document, unless the context otherwise requires, the following expressions shall have the following meanings: [REDACTED]

Transcription

1 In this document, unless the context otherwise requires, the following expressions shall have the following meanings: Articles or Articles of Association associate(s) Board business day(s) BVI CAGR Capitalisation Issue CCASS CCASS Clearing Participant CCASS Custodian Participant CCASS Investor Participant the articles of association of the Company [conditionally] adopted on [ ] which will take effect on the, a summary of which is contained in Appendix IV to this document, as amended, supplemented or otherwise modified from time to time has the meaning ascribed to it under the GEM Listing Rules the board of Directors any day(s) (excluding Saturday(s) and Sunday(s)) in Hong Kong on which licensed banks in Hong Kong are open for banking business throughout their normal business hours the British Virgin Islands compound annual growth rate the issue of Shares to be made upon capitalisation of part of the amount standing to the credit of the share premium account of our Company as referred to in the section headed A. Further information about our Group 3. Written resolutions of the s ole Shareholder passed on [ ] in Appendix V to this document the Central Clearing and Settlement System established and operated by HKSCC a person admitted to participate in CCASS as a direct clearing participant or general clearing participant a person admitted to participate in CCASS as a custodian participant a person admitted to participate in CCASS as an investor participant who may be an individual or joint individuals or a corporation 12

2 CCASS Participant Chairman CIC close associate(s) Companies Law Companies Ordinance Companies (Winding Up and Miscellaneous Provisions) Ordinance Company and our Company connected person(s) Controlling Shareholder(s) C&SD core connected person(s) DCV Deed of Indemnity a CCASS Clearing Participant, a CCASS Custodian Participant or a CCASS Investor Participant the chairman of our Board, Mr. KT Wong Construction Industry Council has the meanings ascribed thereto under the GEM Listing Rules Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time K & V Holdings Limited ( ), an exempted company incorporated in the Cayman Islands on 20 October 2016 with limited liability and registered as a non-hong Kong company under Part 16 of the Companies Ordinance on 24 November 2016 has the meaning ascribed to it under the GEM Listing Rules has/have the meaning ascribed to it under the GEM Listing Rules and unless the context requires otherwise, refers to Mr. KT Wong and Pine Harvest Census and Statistics Department of Hong Kong has the meanings ascribed thereto under the GEM Listing Rules diesel commercial vehicle the deed of indemnity dated [ ] and executed by the Controlling Shareholders (as indemnifiers) in favour of our Company (for itself and as trustee for our subsidiaries), particulars of which are set out in the section headed E. Other Information 1. Tax and other indemnities in Appendix V to this document 13

3 Deed of Non-competition Director(s) and our Director(s) E&M engineering or E&M EBITDA EPD ERP System FIU (LALG) Regulations Form 3 Frost & Sullivan Frost & Sullivan Report GEM GEM Listing Rules Government the deed of non-competition dated [ ] executed by our Controlling Shareholders (as covenantors) with and in favour our Company (for itself and as trustee for our subsidiaries), particulars of which are set out in the section Relationship with the Controlling Shareholders Non-competition undertaking and corporate governance measures to manage conflicts of interests in this document director(s) of the Company electrical and mechanical engineering earnings before interest, tax, depreciation and amortisation Environmental Protection Department of Hong Kong Enterprise Resource Planning System, a business process management software system of integrated applications which assists our management of the business and automate our back office functions which may cover financial management, item and inventory management (if applicable), purchase order and receipt processing and sales order Factories and Industrial Undertakings (Lifting Appliances and Lifting Gear) Regulations (Chapter 59J of the Laws of Hong Kong) one of the forms required to be completed under FIU (LALG) Regulations in which the relevant crane lorry shall undergo testing of its lifting capacity by an RPE Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. the industry report prepared by Frost & Sullivan and commissioned by our Company, the contents of which are quoted in this document GEM operated by the Stock Exchange the Rules Governing the Listing of Securities on GEM, as amended, supplemented or otherwise modified from time to time the government of Hong Kong 14

4 Group, we, our, our Group and us HKFRSs HKSCC HKSCC Nominees Honest Step Hong Kong, Hong Kong SAR, HKSAR or HK our Company and its subsidiaries or, where the context otherwise requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, the present subsidiaries of our Company, some or any of them and the businesses carried on by such subsidiaries or (as the case may be) their predecessors the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants Hong Kong Securities Clearing Company Limited, a whollyowned subsidiary of Hong Kong Exchanges and Clearing Limited HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC Honest Step Enterprises Limited ( ), a company incorporated in the BVI with limited liability on 22 September 2016 and a wholly-owned subsidiary of our Company the Hong Kong Special Administrative Region of the PRC Hong Kong dollars, Hong Kong Dollars, HKD or HK$ Independent Third Party(ies) Labour Department Latest Practicable Date Hong Kong dollar(s), the lawful currency of Hong Kong person(s) or company(ies) which, to our Directors best knowledge, information and belief, having made all reasonable enquiries, is/are not a connected person(s) (as defined in the GEM Listing Rules) of our Company Labour Department of the Government of HKSAR [ 20 March 2018], being the latest practicable date prior to the printing of this document for ascertaining certain information in this document 15

5 Legal Counsel Mr. Chan Chung, a barrister-at-law in Hong Kong, the Hong Kong legal counsel to our Group in respect of legal compliance as to business operations of our Group Listing Committee the listing sub-committee of the board of directors of the Stock Exchange Listing Division Main Board Memorandum or Memorandum of Association Mr. KT Wong Mr. WS Wong Ms. YM Wong MTR the Listing Division of the Stock Exchange the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with GEM the memorandum of association of the Company adopted on [ ] (as amended from time to time), a summary of which is set out in Appendix III to this document Mr. Wong Kan Tong ( ), being our Chairman, executive Director and a Controlling Shareholder Mr. Wong Wang San ( ), being our executive Director and compliance officer Ms. Wong Yuk Ming ( ), being our non-executive Director the mass transit railway of Hong Kong Pine Harvest P i n e H a r v e s t L imited ( ), a company incorporated in the BVI with limited liability on 29 September 2016, wholly owned by Mr. KT Wong, a Controlling Shareholder 16

6 PRC or China the People s Republic of China which, for the purposes of this document only, excludes Hong Kong, Macau and Taiwan 17

7 Registered Professional Engineer or RPE Regulation S Reorganisation Reporting Accountants Repurchase Mandate a person whose name is on the register of registered professional engineers established and maintained under Section 7 of the Engineers Registration Ordinance (Chapter 409 of the Laws of Hong Kong) Regulation S under the U.S. Securities Act the corporate reorganisation of our Group in preparation for the as described in the section headed History, Development and Reorganisation Reorganisation in this document Moore Stephens CPA Limited, the reporting accountants of our Company the general unconditional mandate given to our Directors by our sole Shareholder on [ ] relating to the repurchase of the Shares, as further described in the section headed A. Further information about our Group 6. Repurchase of our Shares by our Company in Appendix V to this document 18

8 Sale and Purchase Agreement SFC SFO Share(s) Shareholder(s) the conditional sale and purchase agreement dated 9 November 2016 entered into among Mr. KT Wong, Mr. WS Wong, Ms. YM Wong, Honest Step and our Company the Securities and Futures Commission of Hong Kong Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time ordinary share(s) with nominal value of HK$ 0.01 each in the share capital of our Company holder(s) of the Share(s) Share Option Scheme the share option scheme conditionally adopted by our Company on [ ], a summary of principal terms of which is set out under the section headed D. Share Option Scheme in Appendix V to this document Sole Sponsor and Grand Moore Capital Limited, a licensed corporation registered Grand Moore under the SFO to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined in the SFO, being the sole sponsor of the Stock Exchange subsidiary(ies) Substantial Shareholder(s) Takeovers Code The Stock Exchange of Hong Kong Limited has the meaning ascribed thereto under the Companies Ordinance has/have the meaning ascribed thereto under the GEM Listing Rules the Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended, supplemented or otherwise modified from time to time 19

9 Ten Major Infrastructure Projects according to the Frost & Sullivan Report, this refers to series of infrastructure construction plans launched by the Government in October 2007, namely South Island Line, Shatin to Central Link, The Tuen Mun Western Bypass and Tuen Mun Chek Lap Kok Link, Guang Zhou-Shen Zhen-Hong Kong Express Link, Hong Kong-Zhu Hai-Macau Bridge, Hong Kong Shen Zhen Airport Cooperation, Hong Kong-Shenzhen Joint Development of the Lok Ma Chau Loop, West Kowloon Cultural District, Kai Tak Development Plan and New Development Areas Total Purchases means the sum of our total cost of services less staff costs, depreciation, licenses and permit expenses and tunnel fee Track Record Period the two financial years ended 31 March 2017 and the nine months ended 31 December 2017 U.S. Securities Act VIN Transportation Welltune Transportation United States Securities Act 1933, as amended VIN Transportation Limited ( ), a company incorporated in Hong Kong with limited liability on 22 May 2012 and wholly owned subsidiary of Honest Step Welltune Transportation Limited ( ), a company incorporated in Hong Kong with limited liability on 29 January 1997 and wholly owned subsidiary of Honest Step % per cent 20

10 In this document: unless otherwise expressly stated or the context otherwise requires, all information is as at the Latest Practicable Date; all dates and times refer to Hong Kong time unless otherwise stated; English names marked with * are unofficial English translation of entities for which no official English translation exists. These English names are for identification purposes only; certain amounts and percentage figures included have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them; unless otherwise specified, amounts denominated in US dollars have been converted into Hong Kong dollars, for the purpose of illustration only, at the rates of US$1.00: HK$ 7.80, respectively. No representation is made that any amounts in US$ or HK$ can be or could have been converted at the relevant dates at the above rates or any other rates or at all. unless otherwise specified, all references to any shareholdings in our Company do not take into account the Shares to be allotted and issued upon exercise of the options to be granted under the Share Option Scheme ; and if there is any inconsistency between this document and the Chinese translation of this document, this document shall prevail. This section contains terms used in this document. As such, these terms and their meanings may not correspond to standard industry meanings or usages of these terms. 21