Alltronics Holdings Limited — Proxy Solicitation & Information Statement 2013

Apr 21, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Alltronics Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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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ALLTRONICS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 833)

PROPOSED RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED BONUS ISSUE OF SHARES

A notice convening the annual general meeting of Alltronics Holdings Limited to be held at Function Rooms Tian and Di, 7/F., The Landmark Mandarin Oriental Hotel, 15 Queen’s Road Central, The Landmark, Central, Hong Kong on Wednesday, 29 May 2013 at 2:00 p.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

If you do not propose to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting should they so wish.

22 April 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3. Buyback and Issuance Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4. Proposed Bonus Issue of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . .	9
6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I – Explanatory statement on the Buyback Mandate . . . . . . . . . . . .	11
Appendix II – Details of Directors proposed to be re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

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

• “Annual General Meeting”

an annual general meeting of the Company to be held at Function Rooms Tian and Di, 7/F., The Landmark Mandarin Oriental Hotel, 15 Queen’s Road Central, The Landmark, Central, Hong Kong on Wednesday, 29 May 2013 at 2:00 p.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 22 of this circular or any adjournment thereof;

• “Board” the board of Directors;

• “Bonus Issue” the proposed bonus issue of Shares on the basis of one Bonus Share for every ten existing Shares in issue on the Record Date;

• “Bonus Shares” new Shares proposed to be issued pursuant to the Bonus Issue;

• “Buyback Mandate” as defined in paragraph 3(a) of the Letter from the Board;

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC;

• “Company”

• Alltronics Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange;

• “Current Articles of Association” the current articles of association of the Company;

• “Director(s)” director(s) of the Company;

• “Excepted Shareholder(s)”

• those Overseas Shareholder(s) whom the Board, after making relevant enquiries, considers it necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place not to extend the Bonus Issue to them;

• “Group” the Company and its subsidiaries;

• “HKSCC”

• Hong Kong Securities Clearing Company Limited;

• “Hong Kong”

The Hong Kong Special Administrative Region of the People’s Republic of China;

– 1 –

DEFINITIONS

• “Issuance Mandate”

• as defined in paragraph 3(b) of the Letter from the Board;

• “Latest Practicable Date”

• 16 April 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

• “Listing Rules”

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

• “Non-Qualifying Shareholder(s)” those Overseas Shareholder(s) and other person(s) to whom the Directors, after making relevant enquiries, consider it necessary or expedient not to offer the Bonus Shares on account of either the legal restrictions under the laws of a place outside Hong Kong or the requirements of the relevant regulatory body or stock exchange in that place;

• “Overseas Shareholder(s)”

• holder(s) of Share(s) whose address(es) as shown on the register of members of the Company on the Record Date is outside Hong Kong;

• “Qualifying Shareholder(s)”

• holder(s) of Share(s) whose name(s) appears on the register of members of the Company on the Record Date (and not being Excepted Shareholders);

• “Record Date”

• Friday, 7 June 2013, being the date by reference to which entitlements to the Bonus Issue will be determined;

• “SFO”

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

• “Share(s)”

• ordinary share(s) of HK$0.01 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

• “Shareholder(s)” holder(s) of Share(s);

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Takeovers Code”

• The Hong Kong Code on Takeovers and Mergers issued by the Securities and Future Commission in Hong Kong;

• “HK$”

Hong Kong dollars.

– 2 –

EXPECTED TIMETABLE

The expected timetable for the declaration of final dividend and the Bonus Issue is as follows:

2013

Despatch of this circular and notice of the Annual General Meeting . .	Despatch of this circular and notice of the Annual General Meeting . .	Despatch of this circular and notice of the Annual General Meeting . .	. Monday, 22 April	. Monday, 22 April
Latest time for lodging transfer forms of Shares for
determining Shareholders’ entitlement to
attend and vote at the Annual General Meeting . . . . . . . . .		4:30 p.m. Thursday, 23 May
Latest time to return form of proxy for
the Annual General Meeting . . . . . . . . . . . . . . .	. . . . . . . .	. . 2:00 p.m.		Monday, 27 May
Closure of register of members of the Company for
determining Shareholders’ entitlements to
attend and vote at the Annual General Meeting	. . . . . . . . . . . . . . From Friday, 24 May
		to Wednesday, 29 May
			(both days inclusive)
Annual General Meeting date . . . . . . . . . . . . . . . .	. . . . . . .	2:00 p.m. Wednesday, 29 May
Date and time of publication of
Annual General Meeting
poll results announcement . . . . . . . . . . . . . . . . . Before 11:00 p.m. Wednesday, 29 May
Last day of dealings in Shares with cum-entitlements
to the final dividend and the Bonus Issue . . . . . . . . . . . . .		. . . . . . .	. . .	Friday, 31 May
First day of dealings in the Shares with ex-entitlements
to the final dividend and the Bonus Issue . . . . .	. . . . . . . .	. . . . . . . . . .		Monday, 3 June
Latest time for lodging transfer forms of Shares
for determining Shareholders’ entitlements to the
final dividend and the Bonus Shares . . . . . . . . . . . . . . . . .		. . 4:30 p.m. Tuesday, 4 June
Closure of register of members of the Company
for determining Shareholders’ entitlements to
the final dividend and the Bonus Shares . . . . .	. . . . . . . . . . . . . . . .		Wednesday, 5 June
				to Friday, 7 June
			(both days inclusive)
Record Date for determining Shareholders’
entitlements to the final dividend and the Bonus Shares . .		. . . . . . .	. . .	. Friday, 7 June

– 3 –

2013

EXPECTED TIMETABLE

Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . Monday, 10 June Despatch of share certificates for the Bonus Shares . . . . . . On or about Monday, 24 June Dealings in Bonus Shares on the Stock Exchange commence . . . . . . . . . Tuesday, 25 June Despatch of cheques for the final dividend . . . . . . . . . . . . . . On or about Friday, 28 June

Note: All times refer to Hong Kong local time in this circular

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

– 4 –

LETTER FROM THE BOARD

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ALLTRONICS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 833)

Executive Directors: Registered office: Mr Lam Yin Kee Cricket Square (Chairman and Chief Executive) Hutchins Drive Ms Yeung Po Wah P.O. Box 2681 Mr So Kin Hung Grand Cayman KY1-1111 Mr Lam Chee Tai, Eric Cayman Islands Non-executive Director: Principal place Mr Fan, William Chung Yue of business in Hong Kong: Room 1108, 11/F Independent non-executive Directors: Eastwood Centre Ms Yeung Chi Ying No. 5 A Kung Ngam Village Road Mr Leung Kam Wah Shau Kei Wan Mr Yau Ming Kim, Robert Hong Kong 22 April 2013 To shareholders Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND PROPOSED BONUS ISSUE OF SHARES

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the re-election of Directors retiring at the Annual General Meeting; (ii) the grant of the Buyback Mandate to the Directors; (iii) the grant of the Issuance Mandate to the Directors; (iv) the extension of the Issuance Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Buyback Mandate; and (v) the Bonus Issue.

– 5 –

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

Pursuant to article 87 of the Current Articles of Association, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office. The Directors to retire in every year shall include any Director who wishes to retire and not to offer himself for re-election or those who have been longest in office since their last election or appointment but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Pursuant to article 86(3) of the Current Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

Pursuant to articles 86(3) and 87 of the Current Articles of Association, Mr Lam Yin Kee, Mr Fan, William Chung Yue and Mr Yau Ming Kim, Robert shall retire at the Annual General Meeting. All the retiring Directors, being eligible, will offer themselves for re-election.

Brief biographical details of the retiring Directors offer for re-election are set out in Appendix II of this circular.

3. BUYBACK AND ISSUANCE MANDATES

Ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors:

• (a) to purchase Shares on the Stock Exchange of an aggregate nominal amount of up to ten per cent. of the aggregate nominal amount of the issued share capital of the Company on the date of passing such resolution (i.e. an aggregate nominal amount of Shares up to HK$314,420 (equivalent to 31,442,000 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting) (“Buyback Mandate”);

• (b) to issue, allot and deal with Shares of an aggregate nominal amount of up to twenty per cent. of the aggregate nominal amount of the issued share capital of the Company on the date of passing such resolution (i.e. an aggregate nominal amount of Shares up to HK$628,840 (equivalent to 62,884,000 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting) (“Issuance Mandate”); and

• (c) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

– 6 –

LETTER FROM THE BOARD

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in resolutions numbered 5 and 6 set out in the notice of the Annual General Meeting.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Buyback Mandate. An explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

4. PROPOSED BONUS ISSUE OF SHARES

Reference is made to the annual results announcement and a separate announcement of the Company, both dated 27 March 2013, in which it is mentioned that the Board has resolved to recommend the Bonus Issue to the Shareholders. The Bonus Issue is proposed to be made on the basis of one Bonus Share to be issued for every ten Shares held on the Record Date by the Qualifying Shareholders. The Bonus Shares will be issued and credited as fully paid at par by capitalization of such amount standing to the credit of the share premium account of the Company.

The exact total number of Bonus Shares to be issued under the Bonus Issue cannot be determined until the Record Date. However, based on 314,420,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased before the Record Date, a total of 31,442,000 Bonus Shares will be issued under the Bonus Issue (representing approximately 10 per cent. of the issued share capital as at the Latest Practicable Date). The Company will make further announcement upon determining the total number of Bonus Shares to be issued.

Conditions of the Bonus Issue of Shares

The Bonus Issue of Shares is subject to the following conditions:

• (i) the passing of an ordinary resolution by the Shareholders approving the proposed Bonus Issue at the Annual General Meeting to be held;

• (ii) the Stock Exchange granting the listing of, and permission to deal in, the Bonus Shares; and

• (iii) compliance with the relevant legal procedures and requirements (if any), under the applicable laws of the Cayman Islands and the Current Articles of Association to effect the Bonus Issue.

An ordinary resolution as referred to in resolution numbered 8 set out in the notice of the Annual General Meeting will be proposed at the Annual General Meeting to approve the Bonus Issue. No Shareholder is required to abstain from voting on such resolution.

– 7 –

LETTER FROM THE BOARD

Status of the New Bonus Shares and Fractional Entitlement

The new Bonus Shares will, subject to the Current Articles of Association, rank pari passu in all respects with the Shares in issue on the date of the issue of the Bonus Shares. Holders of the Bonus Shares will be entitled to receive all future dividends and distributions (if any) which are declared, made or paid after the date on which the Bonus Shares are allotted and issued, but will not be entitled to the final dividend for the year ended 31 December 2012. No fractional shares will be issued and distributed pursuant to the Bonus Issue.

Overseas Shareholders

As at the Latest Practicable Date, there was no Overseas Shareholder. Should there be any Overseas Shareholders whose addresses as registered in the register of members of the Company on the Record Date are outside Hong Kong, the Board will seek legal advice pursuant to Rule 13.36(2)(a) of the Listing Rules as to the applicable securities legislation of the relevant overseas jurisdictions or the requirements of any relevant regulatory body or stock exchange for the issue of the Bonus Shares to Overseas Shareholders. If, after seeking such legal advice, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant jurisdiction or any requirement of the relevant regulatory body or stock exchange in that jurisdiction, not to offer the Bonus Shares to Overseas Shareholders, the Bonus Issue will not be extended to Non-Qualifying Shareholders and no Bonus Shares will be allotted to them.

Arrangements will be made for the Bonus Shares which would otherwise have been allotted to Non-Qualifying Shareholders to be sold in the market as soon as practicable after dealings in the Bonus Shares commence on the Stock Exchange, if a premium (net of expenses) can be obtained. The proceeds of each sale, less expenses, will be paid by the Company to the relevant Non-Qualifying Shareholder(s) pro rata to their shareholdings in the Company on the Record Date in Hong Kong dollars. The Company will retain individual amounts of less than HK$100 for the benefit of the Company.

Reasons for the Bonus Issue of Shares

The Board believes that the Bonus Issue (i) will provide the Company with a wider capital base and therefore increase the marketability of the Shares; and (ii) will be a return to the long-term support and care of the Shareholders.

Application for Listing and Trading Arrangement

An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Bonus Shares. Save as disclosed herein, no equity or debt securities of the Company are listed or dealt in any other stock exchange nor is listing or permission to deal in such equity or debt securities on any other stock exchange being or proposed to be sought.

– 8 –

LETTER FROM THE BOARD

Subject to the granting of listing of, and permission to deal in, the Bonus Shares on the Stock Exchange, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Bonus Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Dealings in the Bonus Shares are expected to commence on 25 June 2013.

Stamp duty in Hong Kong will be payable in respect of dealings in the Bonus Shares.

Record Date and Closure of Register of Members

The register of members of the Company will be closed from Wednesday, 5 June 2013 to Friday, 7 June 2013 (both days inclusive) during which period no transfer of Shares will be effected. The Record Date for determination of entitlements to final dividend and Bonus Issue will be Friday, 7 June 2013. In order to be qualified for the entitlement of the final dividend and the Bonus Issue, all transfer accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 4 June 2013.

Share Certificates

Subject to the fulfillment of all the conditions of the Bonus Issue, it is expected that certificates for the Bonus Shares will be sent by ordinary post at their own risk on or about 24 June 2013 to the Qualifying Shareholders at their respective addresses shown in the register of members of the Company on the Record Date. One share certificate will be issued to each Qualifying Shareholder for the Bonus Shares he/she/it is entitled under the Bonus Issue.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 18 to 22 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the re-election of Directors, the grant of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate, and the Bonus Issue.

A form of proxy for use at the Annual General Meeting is also enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, at the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48

– 9 –

LETTER FROM THE BOARD

hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

6. RECOMMENDATION

The Directors consider that the proposed re-election of Directors, the grant of the Buyback Mandate, the grant/extension of the Issuance Mandate and the Bonus Issue are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory statement on the Buyback Mandate) and Appendix II (Details of Directors proposed to be re-elected at the Annual General Meeting) to this circular.

Yours faithfully, Lam Yin Kee Chairman of the Board

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

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

1. REASONS FOR SHARE BUYBACK

The Directors believe that the proposed grant of the Buyback Mandate is in the interests of the Company and the Shareholders.

Repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net assets and/or earnings per Share. The Directors are seeking the grant of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 314,420,000 Shares.

Subject to the passing of the ordinary resolution numbered 5 set out in the notice of the Annual General Meeting in respect of the grant of the Buyback Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 31,442,000 Shares (representing 10 per cent. of the Shares in issue as at the date of the Annual General Meeting) during the period in which the Buyback Mandate remains in force.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the laws of the Cayman Islands and other applicable laws.

The Company is empowered by its memorandum and articles of association to repurchase its Shares. The laws of the Cayman Islands provide that the amount of capital paid in connection with a share repurchase may only be paid out of either the profits of the company or out of the proceeds of a fresh issue of shares made for such purpose or, if so authorised by its articles of association and subject to the provisions of the Cayman Islands laws, out of capital. The amount of premium payable on repurchase may be paid out of profits of the company or out of the share premium account of the company, or, if so authorised by its articles of association and subject to the provisions of the Cayman Islands laws, out of capital before the shares are repurchased.

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2012) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback 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. Accordingly, a Shareholder, or group of Shareholders acting in concert, 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 for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Mr Lam Yin Kee and Ms Yeung Po Wah, being executive Directors of the Company, together with parties acting in concert with them were beneficially interested in 216,949,000 Shares, representing approximately 69.00% of the total issued share capital of the Company. On the basis that no Shares are issued or repurchased prior to the date of the Annual General Meeting, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the Annual General Meeting, the interests of the said Directors in the issued Shares would be increased to approximately 76.67% of the total issued share capital of the Company. The Directors will not make repurchase of Shares if the result of the repurchase would be that less than 25% of the issued share capital of the Company would be in public hands. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the grant of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the grant of the Buyback Mandate is approved by the Shareholders.

– 12 –

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

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

7. MARKET PRICES OF SHARES

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

Month	Highest	Lowest
	HK$	HK$
2012
April	1.88	1.62
May	1.74	1.42
June	1.55	1.25
July	1.50	1.25
August	1.35	1.16
September	1.48	1.16
October	1.43	1.21
November	1.42	1.27
December	1.38	1.21
2013
January	1.33	1.21
February	1.37	1.20
March	1.62	1.20
April (up to the Latest Practicable Date)	1.44	1.26

8. REPURCHASES OF SHARES MADE BY THE COMPANY

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

– 13 –

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Current Articles of Association and will be proposed to be re-elected at the Annual General Meeting are provided below.

(1) Mr Lam Yin Kee, aged 66, an executive Director and Chairman

Experience

Mr Lam Yin Kee, aged 66, is an executive Director and the Chairman and founder of the Group. Mr Lam has over 40 years of marketing experience in the electronic industry and he is responsible for the Group’s overall strategic planning and business development. He is also responsible for overseeing the overall operation in the sales and marketing and administration management of the Group. Prior to establishing the Group in 1997, Mr Lam was the vice-chairman of a listed group in Hong Kong engaging in the manufacture and sales of electronic products for over 20 years. Save as disclosed, Mr Lam did not hold any directorships in any other listed public companies in the last three years.

Length of service and emoluments

Mr Lam has entered into a service contract with the Company for a fixed term of 3 years commencing from 15 July 2005 and shall continue thereafter unless and until terminated by, among others, either party giving to the other not less than three calendar months’ prior notice in writing.

Mr Lam is currently entitled to a basic monthly salary of HK$251,111, other benefits in kind and a discretionary bonus to be determined by the remuneration committee of the Company with reference to his performance, duties and responsibilities, the performance of the Company and prevailing market conditions. The Company is also providing a staff quarter to Mr Lam at a monthly rental of HK$150,000.

Relationships

Other than the relationship arising from his being the husband of Ms Yeung Po Wah, the father of Mr Lam Chee Tai, Eric, the Chairman, an executive Director and a substantial shareholder of the Company, Mr Lam does not hold any other positions in the Company or its subsidiaries, nor does he has any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr Lam was interested in 216,949,000 shares of the Company pursuant to Part XV of the SFO.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Public sanction

On 15 April 2010, the Stock Exchange publicly censured the Company for its breach of the former Rule 13.09 of the Listing Rules for failing to publish an announcement to disclose the deterioration of the Group’s business performance in the first six months ended 30 June 2008 and publicly censured Mr Lam for his breach of director’s undertakings in failing to use his best endeavours to procure the Company’s compliance with the former Rule 13.09 of the Listing Rules.

Matters that need to be brought to the attention of the Shareholders

There is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(i) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr Lam that need to be brought to the attention of the Shareholders of the Company.

(2) Mr Fan, William Chung Yue, aged 72, a non-executive Director

Experience

Mr Fan, William Chung Yue, aged 72, is a non-executive Director appointed by the Group in June 2005. Mr Fan was a solicitor in Hong Kong and a consultant to Fan & Fan, Solicitors until 1 April 2013. He is also a director of Chinney Investments, Limited since 1987, a company listed on the main board of the Stock Exchange. He was also an independent non-executive director of Artini China Co. Ltd. from April 2008 to May 2012, a company listed on the main board of the Stock Exchange. Save as disclosed, Mr Fan did not hold any directorships in any other listed public companies in the last three years.

Length of service and emoluments

Mr Fan has been appointed by the Company for a term of one year commencing from 17 June 2005 and such appointment shall continue thereafter from year to year until terminated by either party with one month’s notice in writing served to the other party. Mr Fan is currently entitled to a standard director fee of HK$236,880 per annum which is determined by the remuneration committee of the Company with reference to his performance, duties and responsibilities, the performance of the Company and prevailing market conditions.

Relationships

Other than the relationship arising from his being a non-executive Director of the Company, Mr Fan does not hold any other positions in the Company or its subsidiaries, nor does he has any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Interests in Shares

As at the Latest Practicable Date, Mr Fan does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Public sanction

On 15 April 2010, the Stock Exchange publicly censured the Company for its breach of the former Rule 13.09 of the Listing Rules for failing to publish an announcement to disclose the deterioration of the Group’s business performance in the first six months ended 30 June 2008 and publicly criticised Mr Fan for his breach of director’s undertakings in failing to use his best endeavours to procure the Company’s compliance with the former Rule 13.09 of the Listing Rules.

Matters that need to be brought to the attention of the Shareholders

There is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(i) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr Fan that need to be brought to the attention of the Shareholders of the Company.

(3) Mr Yau Ming Kim, Robert, aged 74, an independent non-executive Director

Experience

Mr Yau Ming Kim, Robert, aged 74, was appointed as an independent non-executive Director of the Company from 1 September 2009. Mr Yau graduated from Wah Yan College and has extensive experience in the textile and clothing industry and worldwide trade affairs. He served as a trade officer in the Hong Kong Government from 1964 to 1971. In 1970, he was seconded to the General Agreement on Tariffs and Trade (“GATT”) Secretariat (now known as “World Trade Organisation”) in Geneva, Switzerland and was awarded GATT Fellowship. Mr Yau had held senior positions including chief executive and managing director of various major international and local apparel companies since 1971. In addition, from 1998 to 2004, he was appointed as the vice chairman of Hong Kong Exporters’ Association, member of the Executive Committee of The Hong Kong Shippers’ Council and member of the Garment Advisory Committee of the Hong Kong Trade Development Council.

Mr Yau is currently an independent non-executive director of Parkson Retail Group Limited and Tungtex (Holdings) Company Limited since 1 January 2007 and 18 September 2006 respectively, both of these companies are listed on the main board of the Stock Exchange. Save as disclosed, Mr Yau did not hold any directorships in any other listed public companies in the last three years.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Length of service and emoluments

Pursuant to an appointment letter dated 17 August 2009 with the Company, Mr Yau agreed to act as an independent non-executive Director of the Company for the period from 1 September 2009 until the conclusion of the 2010 annual general meeting of the Company, at which he was re-elected and thereafter subject to retirement by rotation at least once every three years. Mr Yau is currently entitled to a standard director fee of HK$236,880 per annum, which is determined by the remuneration committee of the Company with reference to his performance, duties and responsibilities, the performance of the Company and prevailing market conditions.

Relationships

Other than the relationship arising from his being an independent non-executive Director of the Company, Mr Yau does not hold any other positions in the Company or its subsidiaries, nor does he has any relationships with any other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interest in Shares

At at the Latest Practicable Date, Mr Yau does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

There is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning Mr Yau that need to be brought to the attention of the Shareholders of the Company.

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NOTICE OF THE ANNUAL GENERAL MEETING

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ALLTRONICS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 833)

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “Meeting”) of Alltronics Holdings Limited (the “Company”) will be held at Function Rooms Tian and Di, 7/F., The Landmark Mandarin Oriental Hotel, 15 Queen’s Road Central, The Landmark, Central, Hong Kong on Wednesday, 29 May 2013 at 2:00 p.m. for the following purposes:

1. To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and of the Independent Auditor for the year ended 31 December 2012;

2. To declare a final dividend of HK4.5 cents per share for the year ended 31 December 2012;

3. To re-elect Directors and authorise the Board of Directors to fix Directors’ remuneration;

4. To re-appoint Independent Auditor and authorise the Board of Directors to fix Independent Auditor’s remuneration;

5. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total nominal amount of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) 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;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; or

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.”;

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options which would or might require shares to be allotted, issued or dealt with during or after the end of the Relevant Period (as defined below), be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or 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 recognised regulatory body or any stock exchange in any territory outside Hong Kong), or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible grantee pursuant to the scheme of shares or rights to acquire shares of the Company, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, the aggregate nominal amount of additional shares to be issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with shall not in total exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (b) 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; or

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NOTICE OF THE ANNUAL GENERAL MEETING

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.”;

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT the general mandate granted to the Directors of the Company pursuant to resolution numbered 6 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the aggregate nominal amount of shares in the capital of the Company repurchased by the Company pursuant to the exercise by the Directors of the Company of the powers of the Company to purchase such shares since the grant of such general mandate referred to in the above resolution numbered 5 provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”; and

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting and agreeing to grant listing of and permission to deal in the Bonus Shares (as defined below):

• (A) upon the recommendation of the Directors, such amount standing to the credit of the share premium account of the Company be capitalized and the Directors be and are hereby authorized to apply such amount in paying up in full at par such number of new shares of HK$0.01 each in the capital of the Company (“ Bonus Shares ”) on the basis of one Bonus Share for every ten existing issued ordinary shares of HK$0.01 each in the capital of the Company on the Record Date (as defined below), and the Directors be authorised to allot, issue and distribute the Bonus Shares, which shall be credited as fully paid, to the members of the Company whose names appear in the register of members of the Company in Hong Kong as at the close of business on 7 June 2013 (“ Record Date ”), other than those members (“ Excepted Shareholders ”) whose addresses as shown in the register of members of the Company at the close of business on the Record Date are in jurisdiction outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue (as defined below) to be necessary or expedient in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the articles of association of the Company, on the basis of one Bonus Share for every ten existing issued ordinary shares of HK$0.01 each in the capital of the Company then held by them respectively (“ Bonus Issue ”), and the Directors be authorised to settle, as they consider appropriate, any difficulty in regard to any distribution of the Bonus Shares;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (B) the Bonus Shares to be allotted and issued pursuant to this resolution shall, subject to the articles of association of the Company, rank pari passu in all respects with the existing issued ordinary shares of HK$0.01 each in the capital of the Company, except that they shall not be eligible for the Bonus Issue mentioned in this resolution and the final dividend for the year ended 31 December 2012;

• (C) the Directors be and are hereby authorised to arrange for the Bonus Shares which would otherwise have been issued to the Excepted Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commences, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollars to the Excepted Shareholders, if any, pro rata to their respective shareholdings and to post to them the remittances thereof at their own risk, unless the amount to be distributed to any such persons is less than HK$100, in which case, the Directors be and are hereby authorised to retain such amount for the benefit of the Company; and

• (D) the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the issue of the Bonus Shares.”

On behalf of the Board Lam Yin Kee Chairman

Hong Kong, 22 April 2013

Notes:

1. A member of the Company who is entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not to be a member of the Company but must attend in person to represent the member. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy together with any power of attorney or other authority under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting, or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. The Register of Members of the Company will be closed for the following periods:

4. (a) For the purpose of determining shareholders who are entitled to attend and vote at the forthcoming Meeting to be held on 29 May 2013, the Register of Members of the Company will be closed on Friday, 24 May 2013 to Wednesday, 29 May 2013, both days inclusive. In order to qualify for attending and voting at the Meeting, all transfer documents should be lodged for registration with Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 23 May 2013.

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NOTICE OF THE ANNUAL GENERAL MEETING

• (b) For the purpose of determining shareholders who qualify for the final dividend and the bonus issue of shares of the Company, the Register of Members of the Company will be closed on Wednesday, 5 June 2013 to Friday, 7 June 2013, both days inclusive. In order to qualify for the final dividend and the bonus issue of shares, all transfer documents should be lodged for registration with the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 4 June 2013.

• In relation to the ordinary resolutions numbered 5 to 7 set out in the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company.

As at the date of this notice, Mr Lam Yin Kee, Ms Yeung Po Wah, Mr So Kin Hung and Mr Lam Chee Tai, Eric are the executive Directors of the Company, Mr Fan, William Chung Yue is the non-executive Director of the Company, and Ms Yeung Chi Ying, Mr Leung Kam Wah and Mr Yau Ming Kim, Robert are the independent non-executive Directors of the Company.

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