A & S Group (Holdings) Limited — Proxy Solicitation & Information Statement 2018

Jun 12, 2018

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Le Saunda Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other 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 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.

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(incorporated in Bermuda with limited liability)

(Stock Code: 0738)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES PROPOSED RE-ELECTION OF DIRECTORS PROPOSED DISTRIBUTION OF DIVIDENDS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the ‘‘AGM’’) of Le Saunda Holdings Limited (the ‘‘Company’’) to be held at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Monday, 16 July 2018 at 10: 30 a.m. (or any adjournment thereof) is set out on pages 15 to 19 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to 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, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the meeting (i.e. before 10: 30 a.m. on Saturday, 14 July 2018 (Hong Kong time)) or any adjournment thereof. Completion and return of the enclosed form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

• For identification purposes only

Hong Kong, 13 June 2018

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Grant of the Share Issue Mandate, Repurchase Mandate
and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Distribution of Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

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

• ‘‘AGM’’ annual general meeting of the Company to be held at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Monday, 16 July 2018 at 10: 30 a.m. (or any adjournment thereof), the notice of which is set out on pages 15 to 19 of this circular

• ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Audit Committee’’ audit committee of the Board

• ‘‘Board’’ board of Directors (or a duly authorized committee thereof)

• ‘‘Bye-laws’’ the bye-laws of the Company, as amended from time to time

• ‘‘Companies Act’’ Companies Act 1981 of Bermuda

• ‘‘Company’’ Le Saunda Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange

• ‘‘Contributed Surplus the contributed surplus account of the Company Account’’

• ‘‘controlling has the meaning ascribed to it under the Listing Rules shareholder(s)’’

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Extension Mandate’’ a general and unconditional mandate to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Share Issue Mandate

• ‘‘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

• ‘‘Latest Practicable 8 June 2018, being the latest practicable date prior to the printing Date’’ of this circular for ascertaining certain information included herein

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DEFINITIONS

• ‘‘Listing Rules’’ Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Nomination nomination committee of the Board Committee’’

• ‘‘Remuneration remuneration committee of the Board Committee’’

• ‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted at the AGM to the Directors to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of all issued Shares as at the date of passing of the relevant resolution

• ‘‘RMB’’ Renminbi, the lawful currency of The People’s Republic of China

• ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company

• ‘‘Share Issue Mandate’’ a general and unconditional mandate proposed to be granted at the AGM to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with Shares up to a maximum of 20% of all issued Shares as at the date of passing of the relevant resolution

• ‘‘Share Option(s)’’ share option(s) granted under the Share Option Scheme

• ‘‘Share Option Scheme’’ share options scheme of the Company adopted by the Shareholders at the special general meeting of the Company held on 22 July 2002

• ‘‘Shareholder(s)’’ holder(s) for the time being of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘substantial has the meaning ascribed to it under the Listing Rules shareholder(s)’’

• ‘‘Takeovers Code’’ the Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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(incorporated in Bermuda with limited liability)

(Stock Code: 0738)

Executive Directors:

Mr. Cheng Wang, Gary (Chief Executive Officer) Ms. Chui Kwan Ho, Jacky Ms. Liao Jian Yu

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-Executive Directors:

Mr. James Ngai (Chairman) Mr. Lee Tze Bun, Marces

Independent Non-Executive Directors: Mr. Lam Siu Lun, Simon Mr. Leung Wai Ki, George Mr. Hui Chi Kwan

Head Office and Principal Place of Business in Hong Kong: Suites 1104–1106, 11th Floor 1063 King’s Road Quarry Bay Hong Kong

13 June 2018

To Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES PROPOSED RE-ELECTION OF DIRECTORS PROPOSED DISTRIBUTION OF DIVIDENDS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the ordinary resolutions to be proposed at the AGM which will be convened for the purpose of considering and, if thought fit, approving (inter alia):

• (a) the grant of the Share Issue Mandate, Repurchase Mandate and Extension Mandate to the Directors;

• For identification purposes only

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LETTER FROM THE BOARD

• (b) the re-election of the retiring Directors; and

• (c) the distribution of final dividend and final special dividend.

PROPOSED GRANT OF THE SHARE ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the last annual general meeting of the Company held on 10 July 2017, the Directors were granted a general mandate to allot, issue and deal with Shares and a general mandate to repurchase Shares. These general mandates will expire at the conclusion of the forthcoming AGM on 16 July 2018. The Directors propose to seek the approval of the Shareholders at the AGM by way of passing ordinary resolutions for granting:

• (1) the Share Issue Mandate to allot, issue and deal with Shares up to a maximum of 20% of the Shares in issue as at the date of passing of the relevant resolution;

• (2) the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the Shares in issue as at the date of passing of the relevant resolution; and

• (3) the Extension Mandate to increase the number of Shares to be issued and allotted under the Share Issue Mandate by an additional number representing such number of Share (if any) to be repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, the total issued share capital of the Company was 705,895,060 Shares. Assuming there is no issue of Shares or repurchase of Shares from the Latest Practicable Date up to the date of the AGM, the number of Share that can be issued under the Share Issue Mandate and that can be purchased by the Company under the Repurchase Mandate will be 141,179,012 Shares and 70,589,506 Shares respectively, representing 20% and 10% of the issued share capital of the Company as at the date of the AGM. An explanatory statement required by the Listing Rules in connection with the proposed ordinary resolution on the Repurchase Mandate is set out in the Appendix to this circular.

Each of the Share Issue Mandate, the Repurchase Mandate and the Extension Mandate, if approved, will continue in force until the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; or (b) the end of the period within which the Company is required by the Bye-laws or any applicable laws of Bermuda to hold its next annual general meeting; or (c) the revocation or variation of the authority given under such resolution by an ordinary resolution of the Shareholders in a general meeting of the Company prior to the next annual general meeting of the Company following the AGM.

The Directors wish to state that they have no immediate definitive plans to issue any new Shares pursuant to the Share Issue Mandate or to repurchase any Shares pursuant to the Repurchase Mandate.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

At the AGM, Ms. Chui Kwan Ho, Jacky, Mr. James Ngai and Mr. Leung Wai Ki, George shall retire from office by rotation in accordance with Bye-law 87 of the Bye-laws. Further, Ms. Liao Jian Yu, who was appointed by the Board as an Executive Director of the Company with effect from 16 March 2018, will also retire from office at the AGM in accordance with Bye-law 86(2) of the Bye-laws. All the above mentioned Directors, being eligible, will offer themselves for re-election as Directors of the Company at the forthcoming AGM.

Mr. Leung Wai Ki, George has served as an Independent Non-Executive Director of the Company for more than 13 years. The Board is of the opinion that he remains independent, notwithstanding his length of tenure. Mr. Leung continues to demonstrate the attributes of an Independent Non-Executive Director and there is no evidence that his tenure has had any impact on his independence. The Board believes that his detailed knowledge and experience of the Group’s business and his external experience continue to be of significant benefit to the Company, and that he maintains independent view of its affairs.

Each of the Independent Non-Executive Directors has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that all Independent Non-Executive Directors meet the independence guidelines set out in Rule 3.13 of the Listing Rules.

The biographical information of Ms. Chui Kwan Ho, Jacky, Mr. James Ngai, Mr. Leung Wai Ki, George and Ms. Liao Jian Yu are as follows:

Chui Kwan Ho, Jacky (‘‘Ms. Chui’’), aged 54, first joined the Group in 1981 and was appointed as an Executive Director of the Company in September 1992 and left the Group in September 2010. She re-joined the Group in April 2016. She is an Executive Director of the Company and acts as a director of certain subsidiaries of the Company. Ms. Chui is responsible for the Group’s manufacturing management of production facilities in Mainland China, product design and development, retail and e-commerce business operations, marketing, human resources and administration functions. She has over 32 years of experience on retail and production management. Prior to re-joining the Group, she was a chief executive officer in a renowned handbag company in Mainland China and was responsible for footwear products development, manufacturing management and retail operations.

The Company entered into a service agreement with Ms. Chui which does not have any fixed term, and Ms. Chui is subject to retirement by rotation and re-election at an annual general meeting of the Company at least once every three years in accordance with the Byelaws. The said service agreement may be terminated by either party by giving three-month written notice or in accordance with other terms thereof. Ms. Chui is entitled to receive remuneration plus discretionary bonus, which are determined by the Remuneration Committee with reference to Ms. Chui’s qualification, experience and performance, the

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LETTER FROM THE BOARD

profitability of the Group as well as the remuneration benchmark in the industry and the prevailing market conditions. During the financial year ended 28 February 2018, Ms. Chui received salary of HK$2,715,781 and bonus of HK$225,600.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Ms. Chui had and was deemed to have interests in the Shares as follows:

1. Ms. Chui personally held 3,527,000 Shares, representing approximately 0.5% of the issued share capital of the Company; and

2. Ms. Chui, Ms. Lee Wing Kam Rowena Jackie and Ms. Tsui Oi Kuen jointly held 55,000,000 Shares as trustees of The Lee Keung Charitable Foundation, of which Mr. Lee Tze Bun, Marces (‘‘Mr. Lee’’), a Non-Executive Director and a controlling shareholder of the Company, was the founder, representing approximately 7.79% of the issued share capital of the Company. Therefore, Ms. Chui is deemed to be interested in these Shares.

In view of the above, as at the Latest Practicable Date, Ms. Chui was interested in 58,527,000 Shares in aggregate, representing approximately 8.29% of the issued share capital of the Company.

Save as disclosed above, (a) Ms. Chui did not hold any directorships in any other listed public companies in the past three years; (b) she does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company; (c) she does not have any other interests in Shares, underlying Shares and debentures of the Company and/or its associated corporations (within the meaning of Part XV of the SFO); (d) there is no other information which is discloseable pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and (e) there are no other matters that need to be brought to the attention of the Shareholders.

James Ngai (‘‘Mr. Ngai’’), aged 55, joined the Group in March 2011. He is a NonExecutive Director of the Company, the Chairman of the Board and a member of the Remuneration Committee and the Nomination Committee. He is responsible for the Group’s leadership and management of the Board and the Group’s strategy. Mr. Ngai graduated from University of Toronto with a Bachelor’s degree in Economics. He is a Certified Public Accountant (Practising) in Hong Kong and a member of Hong Kong Institute of Certified Public Accountants and American Institute of Certified Public Accountants. He is also a fellow member of The Taxation Institute of Hong Kong. He has over 30 years of experience in accounting, auditing and taxation matters. Mr. Ngai is a director of an accounting firm which provides advisory and audit services to private companies owned by Mr. Lee. In addition, both Mr. Ngai and Mr. Lee are directors of Stable Gain Holdings Limited which has an interest in the Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO. Mr. Ngai is also an independent non-executive director of Max Sight Group Holdings Limited, the shares of which are listed on the Stock Exchange (stock code: 8483).

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LETTER FROM THE BOARD

The Company entered into a service agreement with Mr. Ngai for a fixed term of 2 years commencing on 25 March 2017 and ending on 24 March 2019, and Mr. Ngai is subject to retirement by rotation and re-election at annual general meeting of the Company at least once every three years in accordance with the Bye-laws. The said service agreement may be terminated by either party by giving three-month written notice or in accordance with other terms thereof. Mr. Ngai is entitled to receive a director’s fee, which was determined and approved by the Board according to the prevailing market rate and the remuneration policy of the Company and which is subject to review by the Remuneration Committee each year. All additional remuneration (such as bonus) which may be given to Mr. Ngai (if any) shall be determined and approved by the Remuneration Committee based on the remuneration policy of the Company. The Company has no intention of giving any such additional remuneration to Mr. Ngai as it has never provided to any Non-Executive Director any remuneration other than the annual director’s fee. During the financial year ended 28 February 2018, Mr. Ngai received a director’s fee of HK$240,000.

Save as disclosed above, (a) Mr. Ngai did not hold any directorships in any other listed public companies in the past three years; (b) he does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company; (c) he does not have any other interests in Shares, underlying Shares and debentures of the Company and/or its associated corporations (within the meaning of Part XV of the SFO); (d) there is no other information which is discloseable pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and (e) there are no other matters that need to be brought to the attention of the Shareholders.

Leung Wai Ki, George (‘‘Mr. Leung’’), aged 60, joined the Group in September 2004. He is an Independent Non-Executive Director of the Company and a member of the Audit Committee, Remuneration Committee and Nomination Committee. Mr. Leung has over 30 years of experience in accounting, financial management, auditing and receivership. He is a director and financial controller of a real estate development company in Hong Kong.

The Company entered into a service agreement with Mr. Leung for a fixed term of 2 years commencing on 1 November 2017 and ending on 31 October 2019, and Mr. Leung is subject to retirement by rotation and re-election at annual general meeting of the Company at least once every three years in accordance with the Bye-laws. The said service agreement may be terminated by either party by giving three-month written notice or in accordance with other terms thereof. Mr. Leung is entitled to receive a director’s fee, which was determined and approved by the Board according to the prevailing market rate and the remuneration policy of the Company and which is subject to review by the Remuneration Committee each year. All additional remuneration (such as bonus) which may be given to Mr. Leung (if any) shall be determined and approved by the Remuneration Committee based on the remuneration policy of the Company. The Company has no intention of giving any such additional remuneration to Mr. Leung as it has never provided to any Independent Non-Executive Director any remuneration other than the annual director’s fee. During the financial year ended 28 February 2018, Mr. Leung received a director’s fee of HK$240,000.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, Mr. Leung was a governor of Xin Chuan Middle School Foundation Limited, which held 1,700,000 Shares representing approximately 0.24% of the issued share capital of the Company. Therefore, for the purpose of Part XV of the SFO, Mr. Leung was deemed to be interested in these Shares.

Save as disclosed above, (a) Mr. Leung did not hold any directorships in any other listed public companies in the past three years; (b) he does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company; (c) he does not have any other interests in Shares, underlying Shares and debentures of the Company and/or its associated corporations (within the meaning of Part XV of the SFO); (d) there is no other information which is discloseable pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and (e) there are no other matters that need to be brought to the attention of the Shareholders.

Liao Jian Yu (‘‘Ms. Liao’’), aged 48, joined the Group in March 2010 as the general manager of 信蝶商業（杭州）有限公司 (‘‘Xindie’’), which is and was at the material times a 66.7% owned subsidiary of the Group, and was mainly responsible for business development and retail operation in Zhejiang and Anhui provinces in Mainland China. The remaining 33.3% of the equity interest in Xindie, of which her spouse is a director and legal representative, is and was at the material times owned by a company owned by Ms. Liao and her spouse. She was appointed by the Board as an Executive Director of the Company in March 2018 and is responsible for franchise operation and business development of the Group in Mainland China. Prior to joining the Group, she was a franchisee of the Group which operated in Zhejiang province. Ms. Liao has over 20 years of experience on business development and retail management in Mainland China and was given the award ‘‘巾幗創業帶頭人’’ at Hangzhou Xiacheng District in February 2018.

The Group has entered into a service agreement with Ms. Liao which does not have any fixed term, and Ms. Liao is required to retire as a Director at the AGM in accordance with Bye-law 86(2) of the Bye-laws. The said service agreement may be terminated by either party by giving three month written notice or in accordance with other terms thereof. Pursuant to the said service agreement, Ms. Liao is entitled to receive a fixed annual salary of RMB1,200,000 plus discretionary bonus, which are determined by the Remuneration Committee with reference to Ms. Liao’s qualification, experience and performance, the profitability of the Group as well as the remuneration benchmark in the industry and the prevailing market conditions.

As at the Latest Practicable Date, Ms. Liao personally held 114,400 Shares, representing approximately 0.016% of the total issued share capital of the Company. She also held Share Options to subscribe for 184,800 Shares at the exercise price of HK$2.185 per Share granted under the Share Option Scheme on 10 July 2012, and she is taken to have an interest in such Shares (representing approximately 0.026% of the total issued share capital of the Company) under Part XV of the SFO. Therefore, for the purpose of Part XV of the SFO, Ms. Liao was interested in 299,200 Shares in aggregate, representing approximately 0.04% of the total issued share capital of the Company.

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LETTER FROM THE BOARD

Save as disclosed above, (a) Ms. Liao did not hold any directorships in any other listed public companies in the past three years; (b) she does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company; (c) she does not have any other interests in Shares, underlying Shares and debentures of the Company and/or its associated corporations (within the meaning of Part XV of the SFO); (d) there is no other information which is discloseable pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and (e) there are no other matters that need to be brought to the attention of the Shareholders.

PROPOSED DISTRIBUTION OF DIVIDENDS

As announced by the Company in its announcement dated 28 May 2018 relating to annual results for the year ended 28 February 2018, the Board has recommended to declare a final dividend of HK3.6 cents per ordinary Share and a final special dividend of HK4.4 cents per ordinary Share for the year ended 28 February 2018 to the Shareholders whose names appear on the register of members of the Company on Tuesday, 24 July 2018. The proposed final dividend and final special dividend are intended to be declared out of the Contributed Surplus Account. Subject to the approval of the Shareholders at the AGM, the final dividend and final special dividend will be paid out of the Contributed Surplus Account in accordance with Bye-law 137 and Bye-law 138 of the Bye-laws and the laws of Bermuda.

CLOSURE OF REGISTER OF MEMBERS

The AGM is scheduled to be held on Monday, 16 July 2018. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 11 July 2018 to Monday, 16 July 2018 (both days inclusive) during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all transfers of Shares accompanied by the relevant Share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Units 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4: 30 p.m. on Tuesday, 10 July 2018.

The register of members of the Company will be closed from Monday, 23 July 2018 to Tuesday, 24 July 2018 (both days inclusive) in order to determine the entitlements to the proposed final dividend and final special dividend for the financial year ended 28 February 2018. To qualify for the proposed final dividend and final special dividend for the financial year ended 28 February 2018, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Units 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4: 30 p.m. on Friday, 20 July 2018.

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LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

The notice of the AGM (as appearing on pages 15 to 19 of this circular) sets out the proposed resolutions for the approval of, inter alia, (a) the grant of the Share Issue Mandate, Repurchase Mandate and Extension Mandate to the Directors; (b) the re-election of Directors; and (c) the distribution of final dividend and final special dividend.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to 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, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the AGM (i.e. before 10: 30 a.m. on Saturday, 14 July 2018 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting if you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the chairman of the AGM will demand a poll for all the resolutions to be put forward at the AGM pursuant to Bye-law 66(a) of the Bye-laws. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the respective websites of the Stock Exchange and the Company as soon as possible after the AGM in accordance with Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Board believes that the proposed ordinary resolutions for approval of the grant of the Share Issue Mandate, Repurchase Mandate and Extension Mandate, the re-election of the retiring Directors and the distribution of final dividend and final special dividend are each in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all the ordinary resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board Le Saunda Holdings Limited James Ngai Chairman

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APPENDIX

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement as required by the Listing Rules to provide the requisite information to you for your consideration of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$100,000,000 divided into 1,000,000,000 Shares, among which a total of 705,895,060 Shares were issued and fully paid-up. Subject to the passing of the relevant ordinary resolution at the AGM approving the Repurchase Mandate and assuming that no further Shares will be issued or repurchased by the Company on or prior to the AGM, the Company will be allowed to repurchase up to 70,589,506 Shares pursuant to the Repurchase Mandate.

REASONS FOR REPURCHASES

The Directors believe that is in the best interests of the Company and the Shareholders as a whole to seek general authority from the Shareholders to enable the Directors to repurchase Shares in the market at any appropriate time. Such repurchases of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company must apply funds legally available for such purpose in accordance with the Bye-laws and the laws of Bermuda. Under the laws of Bermuda, the amount of capital paid by the Company in connection with a Share repurchase may only be paid out of either the capital paid up on the relevant Shares, or the funds of the Company that would otherwise be available for distribution by way of dividend or distribution or the proceeds of a new issue of Shares made for such purpose. The amount of premium payable on a repurchase of Shares by the Company may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company. Under the laws of Bermuda, the Shares so repurchased will be treated as cancelled but the aggregate amount of the authorised share capital will not be reduced so that the Shares may be subsequently re-issued.

Taking into account of the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements of the Company in the annual report for the year ended 28 February 2018. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of Company which are in the opinion of the Directors from time to time appropriate for the Company.

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APPENDIX

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) currently intends to sell Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders at the AGM.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to sell any Shares held by him to the Company, in the event that the Repurchase Mandate is granted by the Shareholders at the AGM.

SHARE REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

CONSEQUENCES UNDER THE TAKEOVERS CODE

If, on the exercise of the power by the Company to repurchase 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 purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of such increase in the Shareholders’ interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

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APPENDIX

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As at the Latest Practicable Date, according to the register of interests required to be kept by the Company under the SFO, the Shareholders who were interested in 5% or more of the issued share capital of the Company were as follows:

				Percentage of
		Number of Shares	Percentage of	holding if the
		held as at the	holding as at	Repurchase
		Latest	the Latest	Mandate is
Name of Shareholders	Note	Practicable Date	Practicable Date	exercised in full
			(approximately)	(approximately)
Mr. Lee Tze Bun, Marces
(‘‘Mr. Lee’’)	1	371,161,000	52.58%	58.42%
Stable Gain Holdings Limited	1	225,500,000	31.94%	35.49%
Ms. Lee Wing Kam Rowena
Jackie (‘‘Ms. Lee’’)	2, 3	61,985,000	8.78%	9.75%
Ms. Chui Kwan Ho, Jacky
(‘‘Ms. Chui’’)	3, 4	58,527,000	8.29%	9.21%
Ms. Tsui Oi Kuen
(‘‘Ms. Tsui’’)	3, 4	56,287,000	7.97%	8.85%

Notes:

1. Mr. Lee personally held 54,061,000 Shares. Mr. Lee is beneficially interested in 100% of the issued share capital of Succex Limited which held 33,000,000 Shares. Mr. Lee was a founder and governor of Qing Yun Middle School Education Development Foundation Limited, which held 3,600,000 Shares. Therefore, Mr. Lee was deemed to be interested in the foregoing 36,600,000 Shares. Further, Mr. Lee is a founder and eligible beneficiary of the Lee Tze Bun Family Trust, of which HSBC International Trustee Limited (‘‘HSBC Trustee’’) acts as a trustee. HSBC Trustee via its whollyowned subsidiary, Stable Profit Holdings Limited, wholly owns Stable Gain Holdings Limited which held 225,500,000 Shares. The Lee Keung Charitable Foundation, of which Mr. Lee is the founder, held 55,000,000 Shares, representing approximately 7.79% of the issued share capital of the Company. Therefore, Mr. Lee was deemed to be interested in the foregoing 280,500,000 Shares. Altogether, Mr. Lee was interested in and deemed to be interested in an aggregate of 371,161,000 Shares.

2. Ms. Lee is daughter of Mr. Lee and personally held 6,985,000 Shares as beneficial owner.

3. Ms. Lee, Ms. Chui and Ms. Tsui jointly held 55,000,000 Shares as trustees of The Lee Keung Charitable Foundation, so all of them were deemed to be interested in these Shares.

4. Ms. Chui and Ms. Tsui personally held 3,527,000 Shares and 1,287,000 Shares respectively as beneficial owner.

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APPENDIX

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

To the best of the knowledge and belief of the Directors, Mr. Lee, being a nonexecutive Director and controlling Shareholder, was interested in 371,161,000 Shares, representing approximately 52.58% of the issued share capital of the Company as at the Latest Practicable Date. In the event that the Directors exercised in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests of Mr. Lee in the Company would be increased to approximately 58.42% of the issued share capital of the Company. Such increase would not give rise to an obligation on Mr. Lee to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. In any event, the Directors have no present intention to repurchase Shares to such extent. In the event that the Repurchase Mandate is exercised in full, the number of Shares held by the public would not fall below 25% of the issued share capital of the Company, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a results of any purchase made under the Repurchase Mandate.

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:

	Share	prices
	Highest	Lowest
	HK$	HK$
2017
June	1.698	1.574
July	1.602	1.462
August	1.491	1.402
September	1.422	1.373
October	1.383	1.333
November	1.380	1.333
December	1.370	1.320
2018
January	1.390	1.330
February	1.370	1.250
March	1.300	1.240
April	1.240	1.130
May	1.350	1.140
June (up to and including the Latest Practicable Date)	1.380	1.330

SHAREHOLDERS’ APPROVAL

The Listing Rules provide that all proposed repurchases of securities by a company with primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a particular transaction.

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NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in Bermuda with limited liability)

(Stock Code: 0738)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (‘‘AGM’’) of Le Saunda Holdings Limited (‘‘Company’’) will be held at Regus Business Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Monday, 16 July 2018 at 10: 30 a.m. (or any adjournment thereof) to consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

As ordinary business:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors (‘‘Directors’’) and auditor of the Company for the year ended 28 February 2018.

2. To consider and declare a final dividend of HK3.6 cents per ordinary share of the Company for the financial year ended 28 February 2018.

3. To consider and declare a final special dividend of HK4.4 cents per ordinary share of the Company for the financial year ended 28 February 2018.

4. To re-elect the retiring Directors (each as a separate resolution), to authorize the Directors to appoint any person as a director either to fill a casual vacancy or as an addition to the existing board (‘‘Board’’) of Directors, and to authorize the Board to fix the Directors’ remuneration.

5. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the Board to fix their remuneration.

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

As special business:

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

1. ‘‘THAT:

2. (a) the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with ordinary shares of HK$0.10 each in the share capital of the Company (‘‘Shares’’) as approved by the shareholders of the Company (‘‘Shareholders’’) pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 10 July 2017 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

3. (b) subject to paragraph (d) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

4. (c) the approval in paragraph (b) of this resolution shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such power after the end of the Relevant Period;

5. (d) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of conversion or subscription under the terms of any securities which are convertible into Shares or any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or (iii) an issue of Shares as scrip dividends or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend in accordance with the bye-laws of the Company (‘‘Byelaws’’), shall not exceed in total 20% of the number of the issued Shares as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (e) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

‘‘Rights Issue’’ means an offer of Shares or issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares (and, where appropriate, to holders of other securities of the Company entitled to the offer) whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate such other securities) as at that date (subject to such exclusions to other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside Hong Kong).’’

1. ‘‘THAT:

2. (a) the general mandate granted to the Directors to exercise the powers of the Company to repurchase Shares pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting of the Company held on 10 July 2017 be and is hereby revoked (but without prejudice to any exercise of such mandate prior to the passing of this resolution);

3. (b) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (‘‘Listing Rules’’) or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the total number of the Shares which the Company is authorized to repurchase pursuant to the approval in paragraph (b) of this resolution shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.’’

• ‘‘THAT conditional upon ordinary resolutions nos. 6 and 7 set out in the notice convening this meeting becoming unconditional and effective, the aggregate number of Shares which are repurchased by the Company pursuant to the authority granted to the Directors in accordance with the said resolution no. 7 set out in the notice convening this meeting shall be added to the aggregate number of Shares that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors of the Company pursuant to and in accordance with ordinary resolution no. 6 set out in the notice convening this meeting.’’

By order of the Board Le Saunda Holdings Limited Lo Tik Man, Ophelia Company Secretary

Hong Kong, 13 June 2018

As at the date hereof, the Board comprises three executive Directors, namely Mr. Cheng Wang, Gary, Ms. Chui Kwan Ho, Jacky and Ms. Liao Jian Yu, two non-executive Directors, namely Mr. James Ngai and Mr. Lee Tze Bun, Marces and three independent non-executive Directors, namely Mr. Lam Siu Lun, Simon, Mr. Leung Wai Ki, George and Mr. Hui Chi Kwan.

Head Office and Principal Place of Business in Hong Kong: Suites 1104–1106, 11th Floor 1063 King’s Road Quarry Bay Hong Kong

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorized to sign the same.

3. Any shareholder of the Company entitled to attend and vote at the AGM shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at 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, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. before 10: 30 a.m. on Saturday, 14 July, 2018 (Hong Kong time)) or any adjournment thereof.

5. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 11 July 2018 to Monday, 16 July 2018, both days inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all transfers of Shares accompanied by the relevant Share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Units 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4: 30 p.m. on Tuesday, 10 July 2018.

6. For determining the entitlement to the proposed final dividend and final special dividend, the register of members of the Company will be closed from Monday, 23 July 2018 to Tuesday, 24 July 2018, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the final dividend and final special dividend, all transfers of Shares accompanied by the relevant Share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Units 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4: 30 p.m. on Friday, 20 July 2018. The final dividend and final special dividend, if approved, will be payable on Thursday, 2 August 2018.

7. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the AGM or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

8. Where there are joint registered holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

9. A circular containing further details regarding resolution nos. 4, 6 and 7 as required by the Listing Rules will be despatched to the shareholders of the Company together with the 2018 Annual Report on or before 30 June 2018.

– 19 –