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FINAL SCRIP DIVIDEND WITH A CASH OPTION FOR THE YEAR ENDED 31 DECEMBER 2023

2024-06-26 00:00:00

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 accompanying Form of Election (if applicable) 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.(Stock Code: 00173) Executive Directors: Registered Office: Dr. Lui Che-woo GBM MBE JP LLD DSSc DBA Victoria Place 5th Floor (Chairman and Managing Director) 31 Victoria Street Mr. Francis Lui Yiu Tung Hamilton HM 10 Mrs. Paddy Tang Lui Wai Yu BBS JP Bermuda Mr. Alexander Lui Yiu Wah Principal Place of Business Non-executive Director: in Hong Kong: Dr. Moses Cheng Mo Chi GBM GBS OBE JP 29th Floor K. Wah Centre Independent Non-executive Directors: 191 Java Road Mr. Wong Kwai Lam North Point Mr. Nip Yun Wing Hong Kong Mr. Cheung Kin Sang 27 June 2024 To the Shareholders Dear Sir or Madam FINAL SCRIP DIVIDEND WITH A CASH OPTION FOR THE YEAR ENDED 31 DECEMBER 2023 Introduction On 28 March 2024 the board of directors (‘‘Board’’) of the Company had resolved to recommend that a final dividend for the year ended 31 December 2023 (‘‘Final Dividend’’) of HK$0.09 per issued share of the Company (‘‘Share’’) be paid on 24 July 2024 to the shareholders of the Company (‘‘Shareholders’’) whose names appear on the registers of members of the Company at the close of business on 24 June 2024. It was also resolved by the Board that the Final Dividend shall be satisfied by way of scrip dividend (with a cash option). An ordinary resolution to approve the Final Dividend was passed by the Shareholders at the annual general meeting of the Company held on 12 June 2024. To determine the entitlement of the Shareholders to the Final Dividend the registers of members of the Company were closed from 19 June 2024 to 24 June 2024 (both dates inclusive) during which period no transfer of Shares will be registered. The latest date on which transfers were accepted for registration in order to qualify for the Final Dividend was before 4 : 30 p.m. on 18 June 2024.– 1 –Particulars of the Final Dividend Shareholders have the following choices in respect of the satisfaction of the Final Dividend: (i) by way of an allotment and issue of new Shares (‘‘New Shares’’) (the number of which is determined as explained below) credited as fully paid and having an aggregate Market Value (as defined below) equal to the total amount of Final Dividend which Shareholders could elect to otherwise receive in cash in the amount of HK$0.09 per Share subject to any fractional entitlement being disregarded as mentioned below; or (ii) payment of Final Dividend of HK$0.09 per Share held on 24 June 2024 in cash; or (iii) partly by allotment and issue of New Shares and partly by payment of cash.For the purpose of calculating the number of New Shares to be allotted and issued under (i) and (iii) above the market value (‘‘Market Value’’) of a New Share means the average of the closing prices of one Share as quoted on The Stock Exchange of Hong Kong Limited (‘‘HK Stock Exchange’’) for the trading days from 24 June 2024 to 28 June 2024 (both dates inclusive) rounding down such figure to four decimal places. It will not be possible to determine until the close of business on 28 June 2024 the exact number of New Shares to which a Shareholder electing to receive New Shares will be entitled.The Company will make an announcement including information about the Market Value for the purpose of calculating the number of New Shares to be allotted by way of scrip dividend. The announcement will be made available on the websites of the Company and Hong Kong Exchanges and Clearing Limited respectively on 28 June 2024. The last day on which Shareholders will be entitled to elect how they wish to receive their entitlement to the Final Dividend is 15 July 2024. Accordingly the number of New Shares which Shareholders will receive in respect of the existing Shares registered in their names as at 24 June 2024 and for which elections to receive the Final Dividend in cash are not lodged with the Company’s branch share registrar in Hong Kong on or before 15 July 2024 will be calculated as follows: Number of New Shares Number of existing Shares to be received 6 HK$0.09 (Final Dividend per Share)= held on 24 June 2024 for which (rounded down to the Market Value cash election is not made nearest whole number) The New Shares to be issued pursuant to the scrip dividend arrangements will rank pari passu in all respects with the existing issued Shares except for the Final Dividend and will rank in full for all future dividends and distributions which may be declared made or paid. No Shareholder will be entitled to be issued any fraction of a Share under the scrip dividend arrangements and the number of New Shares to be issued to each Shareholder (other than those who elect to receive their full entitlement to the Final Dividend in cash) shall be rounded down to the nearest whole number. Fractional entitlements to Shares will be disregarded and the benefit thereof will accrue to the Company.New Shares issued to the Shareholders pursuant to an election to receive some or all of their Final Dividend in New Shares may be allotted in odd lots (of less than a board lot of 1000 Shares). No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of the New Shares issued in odd lots. Shareholders should be aware that odd lots usually trade at a discount to the price of whole board lots.Advantage of the Scrip Dividend The election by Shareholders to receive the Final Dividend in whole or in part in the form of New Shares will enable Shareholders to increase their holdings of Shares without incurring brokerage fees dealing costs or stamp duty. The Company will also benefit because to the extent that Shareholders elect to receive New Shares in whole or in part such cash dividend as would otherwise have been paid to Shareholders will be retained for use as working capital by the Company.Effect of the Scrip Dividend If elections to receive the Final Dividend in cash were received in respect of all the existing Shares registered as at 24 June 2024 the total cash dividend payable by the Company would be approximately HK$281961000 based on 3132894615 Shares in issue as at 24 June 2024.– 2 –Shareholders should note that the issue of the New Shares may give rise to notification requirements under the Securities and Futures Ordinance for those Shareholders who may have notifiable interests in the Company. Shareholders who are in any doubt as to how these provisions may affect them are recommended to seek their own professional advice.Shareholders who are in any doubt as to their taxation position are also recommended to seek their own professional advice.The Company being an exempted company incorporated in Bermuda has been designated as non-resident for Bermuda exchange control purposes and has been granted an assurance by the Minister of Finance in Bermuda under the Exempted Undertakings Tax Protection Act 1966. Accordingly in the event of there being enacted in Bermuda any legislation imposing tax computed on profits or income or computed on any capital asset gain or appreciation or any tax in the nature of estate duty or inheritance tax then the imposition of any such tax shall not be applicable to the Company or any of its operations or Shares debentures or other obligations of the Company provided that such assurance shall not be construed as to (i) prevent the application of any such tax or duty to such persons as are ordinarily resident in Bermuda; or (ii) prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to the land leased to the Company.Form of Election A form of election (‘‘Form of Election’’) is enclosed with this Circular. No action is required if you wish the Final Dividend which you are entitled to receive to be wholly satisfied by an allotment of New Shares on the abovementioned basis. Otherwise if you wish to receive such dividend wholly in cash in lieu of New Shares or partly in cash with the balance satisfied by an allotment of New Shares you must complete the enclosed Form of Election in accordance with the instructions printed thereon and lodge it with the Company’s branch share registrar in Hong Kong Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong not later than 4 : 30 p.m. on 15 July 2024 (‘‘Closing Time’’). If you have signed the Form of Election but do not specify the number of Shares in respect of which you wish to receive the Final Dividend in cash or if you elect to receive the Final Dividend in cash in respect of a greater number of Shares than your registered holding then in either case you will be deemed to have exercised your election to receive the Final Dividend in cash in lieu of New Shares in respect of all the Shares registered in your name(s) at the close of business on 24 June 2024. No acknowledgement of receipt of Form of Election will be issued. The Form of Election also enables you to elect to receive all future dividends wholly in cash in lieu of New Shares until notice in writing to cancel such election is received by the Company’s branch share registrar in Hong Kong. Permanent elections cannot be made in respect of part of your registered holding of the Shares.The Form of Election has not been sent to the Shareholders who have previously made a permanent election to receive all future dividends wholly in cash. These Shareholders will receive cash dividend in lieu of New Shares for all the Shares registered in their names at the close of business on 24 June 2024 without having to complete any further Form of Election.Any Shareholder wishing to change these existing permanent elections should contact the Company’s branch share registrar in Hong Kong Computershare Hong Kong Investor Services Limited at the abovementioned address before 4 : 30 p.m. on 15 July 2024.Unless Shareholders have previously made a permanent election to receive all future dividends wholly in cash failure to complete and return the Form of Election in accordance with the instructions printed thereon will result in the Shareholders’ Final Dividend being paid wholly in the form of New Shares.The Closing Time will be extended as the case may be in accordance with (a) or (b) below if a tropical cyclone warning signal no. 8 or above is hoisted or a black rainstorm warning signal is in force in Hong Kong or ‘‘extreme conditions’’ resulting from a typhoon or a rainstorm are announced by the Government of the Hong Kong Special Administrative Region: (a) at any time before 12 : 00 noon on Monday 15 July 2024. In such a case the Closing Time for the return of the Form of Election will be extended to 5 : 00 p.m. on the same business day; or (b) at any time between 12 : 00 noon and 4 : 30 p.m. on Monday 15 July 2024. In such a case the Closing Time for the return of the Form of Election will be extended to 4 : 30 p.m. on the next business day where none of the above signals is hoisted or in force at any time between 9 : 00 a.m. and 4 : 30 p.m.Shareholders Resident Outside Hong Kong All Shareholders resident outside Hong Kong should consult their bankers or other professional advisers as to whether any governmental or other consents are required or other formalities need to be observed to enable them to receive New Shares in satisfaction of the Final Dividend. No Shareholder receiving a copy of this circular and/or a Form of Election in any territory outside Hong Kong may treat the same as an offer to elect to receive the New Shares unless in the relevant territory such offer could lawfully be made to him/her without the Company having to comply with any registration or other legal requirements governmental or regulatory procedures or any other similar formalities.– 3 –This circular and Form of Election will not be registered in Hong Kong or any other jurisdictions. The Shares have not been registered under the applicable securities legislation of any jurisdictions other than Hong Kong. The Company has made enquiries with legal advisers where its overseas Shareholders are based regarding legal restrictions and regulatory requirements on the election of Shareholders resident outside Hong Kong to receive the Final Dividend in the form of New Shares arrangements as required by rule 13.36(2) of the Rules Governing the Listing of Securities on the HK Stock Exchange. Since registration or filing or other procedures will need to be carried out to comply with the relevant securities legislations of the United Kingdom and the United States of America (‘‘Excluded Jurisdictions’’) and/or the costs of complying with the requirements in each Excluded Jurisdiction will materially exceed any potential benefit to the Company of doing so the Directors consider that it would be necessary and expedient to exclude Shareholders with registered addresses in the Excluded Jurisdictions (‘‘Excluded Shareholders’’) from the arrangements to allow Shareholders to receive the Final Dividend in the form of New Shares as it would be impractical to comply with such procedures in the Excluded Jurisdictions given the small Shareholder base. As at 24 June 2024 (being the date for determining Shareholders who qualify for the Final Dividend) there were 5 Excluded Shareholders who together held an aggregate of 2315 Shares representing approximately 0.00007% of the issued share capital of the Company. Accordingly the Form of Election will not be sent to the Excluded Shareholders and they will only receive this circular for information. Excluded Shareholders will receive their Final Dividend wholly in cash.Apart from the Excluded Shareholders according to the Company’s registers of members there are other Shareholders whose registered addresses are outside Hong Kong but not within the Excluded Jurisdictions (‘‘Non Excluded Overseas Shareholders’’). Based on the advice of legal advisers where such Non Excluded Overseas Shareholders are based the Non Excluded Overseas Shareholders are allowed to participate in the arrangements to receive the Final Dividend in the form of New Shares. It is the responsibility of any Shareholders outside Hong Kong who wishes to receive New Shares under the scrip dividend arrangements to comply with the laws of the relevant jurisdictions including obtaining all necessary governmental or other regulatory consents and compliance with any other similar formalities. It is also the responsibility of any Shareholders outside Hong Kong who receive New Shares in lieu of the cash dividend comply with any restrictions on the resale of the Shares which may apply outside Hong Kong.Listing and Dealings Shares issued by the Company have been admitted as eligible securities for deposit clearance and settlement in the Central Clearing and Settlement System (‘‘CCASS’’) established and operated by Hong Kong Securities Clearing Company Limited. Dealings in the Shares may be settled through CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of these settlement arrangements and how such arrangements will affect their rights and interests.The Shares are listed and dealt in on the HK Stock Exchange. Save as disclosed herein no any part of equity or debt securities of the Company is listed or dealt in on the HK Stock Exchange or any other stock exchange nor is listing or permission to deal is being or is proposed to be sought. The issue of the New Shares is conditional upon the granting by the Listing Committee of the HK Stock Exchange of the listing of and permission to deal in the New Shares. An application has been made to the HK Stock Exchange for the listing of and permission to deal in the New Shares to be issued pursuant to the scrip dividend arrangements. It is expected that the non-renounceable share certificates in respect of such New Shares and the dividend warrants for cash dividends will be posted at the risk of those entitled thereto on 24 July 2024 and dealings in such New Shares is expected to commence on 25 July 2024. In the unlikely event that the New Shares are not admitted to listing by the HK Stock Exchange before 24 July 2024 the Forms of Election will be disregarded and the full cash dividend will be paid to the entitled Shareholders according to their registered shareholdings.Recommendation and Advice It is the Shareholders’ responsibility to decide in this regard whether or not to exercise their rights to receive the Final Dividend in cash in lieu of New Shares. Whether or not it is to the Shareholders’ advantage to receive cash dividend or New Shares in whole or in part depends upon their own individual circumstances. The effect on the tax position of any Shareholder will depend on that Shareholder’s particular circumstances. If you are in any doubt as to what to do you should consult your professional advisers. Shareholders who are trustees are recommended to take professional advice as to whether the choice to receive cash dividend or New Shares is within their powers and as to its effect having regard to the terms of the relevant trust instrument.Yours faithfully For and on behalf of the Board K. Wah International Holdings Limited Dr. Lui Che-woo Chairman and Managing Director (i) This document is in English and Chinese. In case of any inconsistency the English version shall prevail.(ii) References to time and dates in this circular are to Hong Kong time and dates.–4–