Alltronics Holdings Limited — Proxy Solicitation & Information Statement 2016

May 9, 2016

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)

(1) PROPOSED RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE NEW SHARES OF THE COMPANY (3) ADOPTION OF NEW SHARE OPTION SCHEME (4) PROPOSED CHANGE OF AUDITOR AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Alltronics Holdings Limited to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 7 June 2016 at 3:00 p.m. is set out on pages 29 to 33 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 websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/alltronics/) respectively.

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 22/F, Hopewell Centre, 183 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.

9 May 2016

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Share Buy-back and Issuance Mandates . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Change of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . .	9
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
9.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	– Explanatory statement on the Share Buy-back Mandate . .	11
Appendix II – Details of Directors proposed to be re-elected at the
	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix III – Summary of the principal terms of the
	New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . .	19
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		29

– i –

DEFINITIONS

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

• “Annual General Meeting” or “AGM”

• an annual general meeting of the Company to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 7 June 2016 at 3:00 p.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 29 to 33 of this circular or any adjournment thereof;

• “Associates”

• has the same meaning ascribed to such term in the Listing Rules;

• “Board”

• the board of Directors;

• “Business Day”

• any day on which the Stock Exchange is open for business of dealing in securities (except Saturdays, Sundays and public holidays);

• “Close Associates”

• has the same meaning ascribed to such term in the Listing Rules;

• “Commencement Date”

• in respect of any particular Option, the date upon which the offer of the Option is made to the Grantee in accordance with the New Share Option Scheme;

• “Company”

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

• “Connected Person(s)”

• has the same meaning ascribed to such term in the Listing Rules;

• “Core Connected Person(s)”

• has the same meaning ascribed to such term in the Listing Rules;

• “Corporate Governance Code”

• the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 of the Listing Rules;

• “Current Articles of Association”

• the current articles of association of the Company;

• “Director(s)”

• director(s) of the Company;

– 1 –

DEFINITIONS

• “Effective Date” the date on which the necessary resolution is passed by the Shareholders at the AGM for the adoption of the New Share Option Scheme, thereby rendering the New Share Option Scheme effective;

• “Employee(s)” any employee(s) (whether full time or part time) of the Company, any of its subsidiaries or any Invested Entity, including any Director(s) of the Company, any of such subsidiaries or any Invested Entity;

• “Grantee(s)” any Participant(s) who accepts the offer of the grant of any Option in accordance with the terms of the New Share Option Scheme or (where the context so permits) person(s) entitled to any such Option in consequence of the death of the original Grantee;

• “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;

• “Invested Entity” any entity in which any member of the Group holds any equity interest;

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

• “Latest Practicable Date”

• 5 May 2016, 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;

• “New Share Option Scheme”

• the share option scheme to be adopted by the Shareholders at the AGM, a summary of the principal terms of which is set out in Appendix III to this circular;

• “Old Share Option Scheme”

• the share option scheme adopted by the then Shareholders of the Company on 22 June 2005;

• “Option(s)”

an option granted pursuant to the New Share Option Scheme to subscribe for the Shares;

– 2 –

DEFINITIONS

• “Option Period”

• “Participant(s)”

• “SFO”

• “Share(s)”

• “Share Buy-back Mandate”

• “Shareholder(s)”

• “Stock Exchange”

• “Subscription Price”

• “Substantial Shareholder”

• “Takeovers Code”

• “HK$”

• “%”

• in respect of any particular Option, the period within which the Shares must be taken up by the Grantee under the New Share Option Scheme and such period as the Board may in its absolute discretion determine and in any event such period shall not be more than ten (10) years from the Commencement Date;

as defined in Appendix III to this circular;

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

• 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;

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

• holder(s) of Share(s);

• The Stock Exchange of Hong Kong Limited;

• the price per Share at which a Grantee may subscribe for the Shares on the exercise of an Option;

• has the same meaning ascribed to such term in the Listing Rules;

• The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Future Commission in Hong Kong;

• Hong Kong dollars; and

• per cent.

– 3 –

LETTER FROM THE BOARD

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ALLTRONICS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 833)

Executive Directors: Mr Lam Yin Kee (Chairman and Chief Executive) Ms Yeung Po Wah Ms Liu Jing Mr Lam Chee Tai, Eric Mr So Kin Hung

Non-executive Director: Mr Fan, William Chung Yue Independent non-executive Directors: Mr Pang Kwong Wah Mr Leung Kam Wah Mr Yau Ming Kim, Robert

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Principal place of business in Hong Kong: Room 1108, 11/F Eastwood Centre No. 5 A Kung Ngam Village Road Shau Kei Wan Hong Kong 9 May 2016

To Shareholders

Dear Sir/Madam,

(1) PROPOSED RE-ELECTION OF DIRECTORS (2) GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE NEW SHARES OF THE COMPANY (3) ADOPTION OF NEW SHARE OPTION SCHEME (4) PROPOSED CHANGE OF AUDITOR AND

(5) NOTICE OF ANNUAL GENERAL MEETING

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 Share Buy-back 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 bought back by the Company under the Share Buy-back Mandate; (v) the adoption of the New Share Option Scheme; and (vi) the change of auditor.

– 4 –

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, Ms Liu Jing, Mr Lam Chee Tai, Eric, Mr Yau Ming Kim, Robert and Mr Pang Kwong Wah 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 to this circular.

3. SHARE BUY-BACK 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 buy back Shares on the Stock Exchange up to 10% of the total number of issued Shares of the Company on the date of passing such resolution (i.e. a total of 44,962,020 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting) (“Share Buy-back Mandate”);

• (b) to issue, allot and deal with Shares up to 20% of the total number of issued Shares of the Company on the date of passing such resolution (i.e. a total of 89,924,040 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 number of Shares bought back by the Company pursuant to and in accordance with the Share Buy-back Mandate.

– 5 –

LETTER FROM THE BOARD

4. ADOPTION OF NEW SHARE OPTION SCHEME

The Directors propose the adoption of the New Share Option Scheme, the principal terms of which are set out in Appendix III to this circular. An ordinary resolution will be proposed at the AGM for the Company to approve the adoption of the New Share Option Scheme.

A copy of the New Share Option Scheme is available for inspection (1) at the head office and principal place of business of the Company at Room 1108, 11/F, Eastwood Centre, No. 5 A Kung Ngam Village Road, Shau Kei Wan, Hong Kong during normal business hours from the date hereof up to and including the date of the AGM, and (2) at the AGM.

The Old Share Option Scheme

The Old Share Option Scheme was adopted by the then Shareholders of the Company on 22 June 2005. Pursuant to the Old Share Option Scheme, the Directors were authorised to grant to eligible participants options to subscribe for Shares. The Old Share Option Scheme had a term of ten (10) years and expired on 21 June 2015.

As at the Latest Practicable Date, the Company does not have any outstanding share options granted and yet to be exercised under the Old Share Option Scheme. The Company has not adopted any share option scheme other than the Old Share Option Scheme as at the Latest Practicable Date.

Proposal for Adoption of the New Share Option Scheme

After the expiry of the Old Share Option Scheme, the Company currently does not have any share option scheme. The Directors consider that the Company should adopt the New Share Option Scheme and wish to take the opportunity of the AGM to seek Shareholders’ approval therefor. The terms of the New Share Option Scheme have been prepared in compliance with Chapter 17 of the Listing Rules. The Company will continue to comply with the relevant Listing Rules from time to time in force in respect of the New Share Option Scheme. A summary of the principal terms of the New Share Option Scheme is set out in Appendix III to this circular.

The eligibility of any Grantee (falling within the class of eligible Participants to the New Share Option Scheme) of an offer shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to his/her contribution to the development and growth of the Group. Under the Old Share Option Scheme, the Board can only invite directors, employees, supplier and/or sub-contractor of the Group to take up the options. However, the Board proposes to have a broader scope of Participants in the New Share Options Scheme to include customer, or any person or entity that provides research, development or other technological support to the Group or have contributed to the Group by way of joint venture or business alliance as one of the classes of the Participants as well.

– 6 –

LETTER FROM THE BOARD

The Directors are of the view that a broad scope of eligible Participants enables the Company to grant Options to those, who in the sole discretion of the Board, have made or may make contribution to the development and growth of the Group and to provide them a direct economic interest in attaining the long term business objectives of the Group. It can also give them an incentive to promote the interests of the Group, such as establishing a long term relationship with the Group or providing better services to the Group.

The Directors believe that the determination of the Subscription Price, which must be the higher of (a) the closing price of Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a Business Day; (b) the average closing price of Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the date of grant; and (c) the nominal value of a Share, means that the Grantees would only be able to obtain benefits from the Options granted to them if the price of Shares rises after the date of grant and that will drive the Grantees to work for the best interests of the Company, which hopefully will be reflected on the price of the Shares and in turn will give the Grantees benefits when realizing the Shares pursuant to the exercise of the Options granted to them. The Directors therefore believe that the authority given to the Board under the New Share Option Scheme to determine the eligibility of any Grantee of any Option based on his/her contribution and the requirement for a minimum subscription price will serve to protect the value of the Company and to achieve the purpose of attracting, retaining and motivating high-calibre personnel to contribute to the growth and development of the Group.

Save as disclosed in Appendix III, no dividends will be payable and no voting rights will be exercisable in relation to an Option that has not been exercised (including those arising on a liquidation of the Company).

An Option is personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option. All other rights attached to the Options are disclosed in Appendix III in detail.

None of the Directors are trustees of the New Share Option Scheme nor have a direct or indirect interest in the trustees.

The total number of Shares which may be issued on the Effective Date under the New Share Option Scheme and any other share option schemes of the Group must not in aggregate exceed 44,962,020 Shares, representing 10 per cent. of the Shares in issue as at the date of passing of the resolution at the AGM, assuming that no further Shares shall have been issued between the Latest Practicable Date and the Effective Date.

– 7 –

LETTER FROM THE BOARD

The maximum aggregate number of Shares to be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Group must not in aggregate exceed 30 per cent. of the Shares in issue from time to time. No Options may be granted under any schemes of the Company (or its subsidiaries) if this will result in such limit being exceeded. On the basis of not exceeding 30 per cent. of the Shares in issue as at the Latest Practicable Date and assuming that there is no change in the number of Shares in issue from the Latest Practicable Date to the Effective Date, the maximum number of Shares which may be issued upon the exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes is 134,886,060 Shares.

The Directors consider that it is not appropriate to state the value of all Options that can be granted under the New Share Option Scheme as if they had been granted on the Latest Practicable Date prior to the approval of the New Share Option Scheme given that the variables which are crucial for the calculation of the value of such Options cannot be determined. The variables which are critical for the determination of the value of such Options include, the Subscription Price for the Shares upon the exercise of the subscription rights attaching to the Options, whether or not Options will be granted under the New Share Option Scheme and the timing of the granting of such Options, the period during which the subscription right may be exercised and any other conditions that the Board imposed on the Options and whether or not such Options if granted will be exercised by the Grantees. The Subscription Price depends on the price of the Shares as quoted on the Stock Exchange, which in turn depends on when the Board is to grant Options under the New Share Option Scheme. With a scheme life of ten years, the Board is of the view that it is too premature to state whether or not Options will be granted under the New Share Option Scheme, and if so, the number of Options that may be granted. It is also difficult to ascertain with accuracy the Subscription Price given the volatility the Share price may be subject to during the 10-year life span of the New Share Option Scheme. In the premises, the Directors are of the view that the value of the Options depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical basis and speculative assumptions. Accordingly, the Directors believed that any calculation of the value of the Options as at the Latest Practicable Date will not be meaningful and may be misleading to Shareholders in the circumstances.

Conditions Precedent of the New Share Option Scheme

The adoption of the New Share Option Scheme is conditional upon:

1. the passing of an ordinary resolution at the AGM to approve and adopt the New Share Option Scheme; and

2. the Listing Committee (as defined in the Listing Rules) of the Stock Exchange granting approval of the listing of, and permission to deal in any Shares to be issued upon the exercise of the Options to be granted under the New Share Option Scheme.

– 8 –

LETTER FROM THE BOARD

5. CHANGE OF AUDITOR

Reference is made to the announcement of the Company dated 4 May 2016 in relation to the proposed change of auditor of the Company.

The Board has announced that PricewaterhouseCoopers (“PwC”) will retire as auditor of the Company upon the expiration of its current term of office, and will not offer itself for re-appointment at the conclusion of the Annual General Meeting. The Company has proposed to change its auditor as the Company is of the opinion that rotation of auditor at an appropriate time is a good corporate governance practice and such rotation enhances the independence of auditor as PwC has been the auditor of the Company since its incorporation in 2003.

The Company is incorporated under the laws of the Cayman Islands and to the knowledge of the Board there is no requirement under the laws of the Cayman Islands for the retiring auditor to confirm whether or not there is any circumstance connected with their retirement which they consider should be brought to the attention of the Shareholders and creditors. PwC has therefore not issued such confirmation.

The Board has confirmed that there are no disagreements or outstanding matters between the Company and PwC, and there are no matters in respect of the proposed change of auditor that need to be brought to the attention of the Shareholders.

The Board has resolved, with the recommendation from the audit committee of the Company, to propose the appointment of Ernst & Young as the new auditor of the Company following the retirement of PwC, and to hold office until the conclusion of the next annual general meeting of the Company, subject to the approval of the Shareholders at the Annual General Meeting.

An ordinary resolution will be proposed to the Shareholders at the Annual General Meeting for such appointment.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 29 to 33 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 Share Buy-back Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares bought back pursuant to the Share Buy-back Mandate, the adoption of the New Share Option Scheme and the change of auditor.

– 9 –

LETTER FROM THE BOARD

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 websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/alltronics/). 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 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 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.

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. RECOMMENDATION

The Directors consider that the proposed re-election of Directors, the grant of the Share Buy-back Mandate, the grant/extension of the Issuance Mandate, the adoption of the New Share Option Scheme and the change of auditor 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.

9. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory statement on the Share Buy-back Mandate), Appendix II (Details of Directors proposed to be re-elected at the Annual General Meeting) and Appendix III (Summary of the principal terms of the New Share Option Scheme) to this circular.

Yours faithfully, Lam Yin Kee

Chairman of the Board

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK 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 Share Buy-back Mandate.

1. REASONS FOR SHARE BUY-BACK

The Directors believe that the proposed grant of the Share Buy-back Mandate is in the interests of the Company and the Shareholders.

Shares buy-back 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 Share Buy-back Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back 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 449,620,200 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 Share Buy-back Mandate and on the basis that no Shares are issued or bought back by the Company prior to the Annual General Meeting, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 44,962,020 Shares (representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting) during the period in which the Share Buy-back Mandate remains in force.

3. FUNDING OF SHARE BUY-BACK

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Current Articles of Association, the laws of the Cayman Islands and other applicable laws.

The Company is empowered by its memorandum and Current Articles of Association to buy back its Shares. The laws of the Cayman Islands provide that the amount of capital paid in connection with a share buy-back 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 buy-back 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 bought back.

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

4. IMPACT OF SHARE BUY-BACK

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 2015) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back 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 buy back Shares pursuant to the Share Buy-back 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 Rule 32 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, (1) Mr Lam Yin Kee and Ms Yeung Po Wah, being executive Directors of the Company, together with parties acting in concert with them, and (2) Ms Liu Jing, being an executive Director of the Company, were beneficially interested in 262,508,290 Shares and 69,172,000 Shares respectively, representing approximately 58.38% and 15.38% of the total issued share capital of the Company respectively. On the basis that no Shares are issued or bought back prior to the date of the Annual General Meeting, in the event that the Directors exercise in full the power to buy back 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 64.87% and 17.09% of the total issued share capital of the Company respectively. Such increase will not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no intention to buy back Shares which would result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any buy-back to be made under the Share Buy-back Mandate.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective Close Associates have any present intention to sell any Shares to the Company in the event that the grant of the Share Buy-back Mandate is approved by the Shareholders.

– 12 –

APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

The Company has not been notified by any Core Connected Persons 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 Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back 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$
2015
May	2.0730	1.7270
June	2.3300	1.8700
July	2.1700	1.5800
August	2.2100	1.3000
September	1.8000	1.4500
October	1.7800	1.5900
November	2.1500	1.5900
December	2.1800	1.9000
2016
January	2.1200	1.9900
February	2.0700	1.9600
March	2.1000	1.9700
April	2.1600	1.9300
May (up to the Latest Practicable Date)	1.9900	1.9300

8. SHARE BUY-BACK MADE BY THE COMPANY

No buy-back 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) Ms Liu Jing, aged 43, an executive Director

Experience

Ms Liu Jing, aged 43, was appointed as an executive Director of the Company from 5 March 2016. Ms Liu holds a Master Degree in Finance, Trade and Economics from the Graduate School of Chinese Academy of Sciences, and is a senior accountant and a member of The Chinese Institute of Certified Public Accountants. Ms Liu is currently an executive director of Beijing Extraordinary Leading Investment Management Co. Ltd., and is responsible for financial administration. Ms Liu has over twenty years’ experience in corporate strategic development, business operation management and finance, and has over six years’ experience in management of investment funds. During the period from July 1994 to July 2009, Ms Liu held various positions in HNA Group Co. Ltd. and its affiliates, including assistant general manager, general manager and chief financial officer, and was responsible for financial, investment and corporate finance activities of the group. During the period from July 2009 to July 2012, Ms Liu set up Shanghai Rich-yield Investment Management Centre (Limited Partnership) with other founders, and was responsible for its investment and corporate finance activities. Save for disclosed, Ms Liu did not hold any directorships in any other listed public companies in the last three years.

Length of service and emoluments

Pursuant to an appointment letter dated 4 March 2016 with the Company, Ms Liu agreed to act as an executive Director of the Company for the period of three years commencing from 5 March 2016 and shall be renewed automatically unless terminated in accordance with the said letter of appointment. She is subject to retirement by rotation at the next annual general meeting of the Company, at which she shall be eligible for re-election by the Shareholders of the Company.

Ms Liu is currently entitled to a basic monthly salary of HK$50,000, other benefits in kind and a discretionary bonus to be determined by the remuneration committee of the Company and the Board with reference to her performance, duties and responsibilities, the performance of the Company and prevailing market conditions. There will be no director’s fee payable to Ms Liu.

Relationships

Other than the relationship arising from her being an executive Director of the Company, Ms Liu does not hold any other positions in the Company or its subsidiaries, nor does she 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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APPENDIX II

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

Interests in Shares

As at the Latest Practicable Date, Ms Liu was interested in 69,172,000 Shares of the Company pursuant to Part XV of 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 Ms Liu that need to be brought to the attention of the Shareholders of the Company.

(2) Mr Lam Chee Tai, Eric, aged 36, an executive Director

Experience

Mr Lam Chee Tai, Eric, aged 36, was appointed as an executive Director of the Company on 30 March 2012. Mr Lam joined the Group as an assistant marketing manager in June 2004 and is currently the general manager of a major subsidiary of the Group. Mr Lam has extensive experience in production and customer management. Currently, Mr Lam is mainly responsible for the overall supervision of the Group’s manufacturing operations in China and for business development in the China market. Mr Lam holds a Bachelor Degree in Commerce (Marketing) and a Master Degree in Business Systems from Monash University, Australia. 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 been appointed by the Company for a term commencing from 30 March 2012 until the conclusion of the next annual general meeting of the Company, at which Mr Lam was re-elected by the Shareholders of the Company. Mr Lam’s appointment 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$125,779, other benefits in kind and a discretionary bonus to be determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities, the performance of the Company and prevailing market conditions. There is no director’s fee payable to Mr Lam.

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APPENDIX II

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

Relationships

Mr Lam is the son of Mr Lam Yin Kee and Ms Yeung Po Wah, both of them are executive Directors of the Company and Mr Lam Yin Kee is also the Chairman, Chief Executive and a substantial shareholder of the Company. Save as disclosed, 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 1,677,060 Shares of the Company pursuant to 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 Lam that need to be brought to the attention of the Shareholders of the Company.

(3) Mr Yau Ming Kim, Robert, aged 77, an independent non-executive Director

Experience

Mr Yau Ming Kim, Robert, aged 77, 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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APPENDIX II

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

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’s fee of HK$279,600 per annum, which is determined by the remuneration committee of the Company and the Board 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

As 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.

(4) Mr Pang Kwong Wah, aged 70, an independent non-executive Director

Experience

Mr Pang Kwong Wah, aged 70, was appointed as an independent non-executive Director of the Company from 21 June 2013. Mr Pang graduated from the University of Southern California in the United States of America with a Master of Business Administration and has extensive experience in finance and administration, business and general management. Mr Pang was a principal of corporate services division of an international audit firm during 1985 to 1988 and had held senior positions including the chief operating officer and chief executive officer of a listed company in Hong Kong during 1988 to 2002. Mr Pang was also a non-executive director of a listed company in Hong Kong during 2004 to 2005. Save as disclosed, Mr Pang did not hold any directorships in any other listed public companies in the last three years.

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APPENDIX II

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

Length of service and emoluments

Pursuant to an appointment letter dated 20 June 2013 with the Company, Mr Pang agreed to act as an independent non-executive Director of the Company for the period from 21 June 2013 until the conclusion of the 2014 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 Pang is currently entitled to a standard director’s fee of HK$279,600 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 Pang 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

As at the Latest Practicable Date, Mr Pang 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 Pang that need to be brought to the attention of the Shareholders of the Company.

– 18 –

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

This Appendix summaries the principal terms of the New Share Option Scheme but does not form, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme:

(A) PURPOSE OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme is adopted for the following principal purposes:–

• (i) to recognize the significant contributions of the Participants to the growth of the Group by rewarding them with opportunities to obtain ownership interest in the Company; and

• (ii) to further motivate and give incentives to the Participants to continue to contribute to the Group’s long term success and prosperity.

(B) WHO MAY JOIN

The Board may, at its absolute discretion, invites any person belonging to any of the following classes of participants (“Participant(s)”), to take up Options to subscribe for Shares:

• (i) any Employee or proposed Employee;

• (ii) any Directors, non-executive Directors (including independent non-executive Directors) of the Company, any of its subsidiaries or any Invested Entity;

• (iii) any supplier of goods or services to any member of the Group or any Invested Entity;

• (iv) any customer of the Group or any Invested Entity;

• (v) any person or entity that provides research, development or other technological support to the Group or any Invested Entity;

• (vi) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity; and

• (vii) any other group or classes of persons or entities from time to time determined by the Board as having contributed or may contribute by way of joint venture, business alliances or other business arrangements to the development and growth of the Group,

and, for the purpose of the New Share Option Scheme, the Options may be granted to any company wholly owned by one or more person belonging to any of the above classes of Participants. For the avoidance of doubt, the grant of any Options by the Company for the subscription of Shares or other securities of the Group to any person who falls within any of the above classes of Participants shall not, by itself, unless the Board otherwise determine, be construed as grant of Options under the New Share Option Scheme.

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

The eligibility of any of the above class of Participants to the grant of any Options shall be determined by the Board from time to time on the basis of their contribution to the development and growth of the Group.

(C) MAXIMUM NUMBER OF SHARES

• (i) The maximum aggregate number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other schemes must not, subject to the conditions set out below, exceed 30 per cent. of the Shares of the Company in issue from time to time (“Overall Scheme Limit”). No options may be granted under any schemes of the Company (or its subsidiaries) if this will result in the Overall Scheme Limit being exceeded.

• (ii) The total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other schemes must not in aggregate exceed 10 per cent. of the Shares of the Company in issue as at the Effective Date (“Scheme Mandate Limit”).

• (iii) Subject to (C)(ii) above, the Company may seek approval by its Shareholders in general meeting for “refreshing” the Scheme Mandate Limit. However, the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other schemes of the Company (or its subsidiaries) under the Scheme Mandate Limit as “refreshed” must not exceed 10 per cent. of the Shares in issue as at the date of approval of the refreshing of the Scheme Mandate Limit (“Refreshed Scheme Mandate Limit”). The Company must send a circular to its Shareholders containing the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

Options previously granted to subscribe for Shares under the New Share Option Scheme and any other schemes (including those outstanding, cancelled, lapsed in accordance with the New Share Option Scheme or exercised Options) will not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit.

• (iv) Subject to (C)(ii) above, the Company may seek separate approval by its Shareholders in general meeting for granting Options to subscribe for Shares beyond the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit (as the case may be) provided the Options in excess of the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing a generic description of the specified Participants who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the terms of the Options serve such purpose, the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(D) MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

Unless approved by Shareholders in the manner set out in Note to Rule 17.03(4) of the Listing Rules, the total number of Shares issued and to be issued upon exercise of the Options granted to each Participant (including both exercised and outstanding Options) in any 12-month period must not exceed one per cent. of the Shares of the Company in issue from time to time (“Individual Limit”). Where any further grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over one per cent. of the Shares in issue, such further grant must be separately approved by Shareholders in general meeting with such Participant and his/her Close Associates or (if such Participant is a Connected Person) his/her Associates abstaining from voting. The Company must send a circular to the Shareholders and the circular must disclose the identity of the Participant, the number and terms of the Options to be granted (and Options previously granted to such Participant), the information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules. The number and terms (including the Subscription Price) of Options to be granted to such Participant must be fixed before Shareholders’ approval and the date of Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the Subscription Price under Note 1 to Rule 17.03(9) of the Listing Rules.

(E) GRANT OF OPTIONS TO CONNECTED PERSONS

If Options are granted to a Connected Person, the granting of such Options will be subject to approval by the independent non-executive Directors of the Company (excluding any independent non-executive Director of the Company who is a Grantee of the Options). Where any grant of Options to a Substantial Shareholder or an independent non-executive Director of the Company, or any of their respective Associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant (a) representing in aggregate over 0.1 per cent. of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares at the date of each grant or if that date is not a business day, the business day immediately before that date, in excess of HK$5 million, such further grant of Options must be approved by the Shareholders in general meeting in compliance with Rule 13.40, 13.41 and 13.42 of the Listing Rules. A circular to Shareholders in connection with obtaining the aforesaid Shareholders’ approval shall be prepared by the Company. The relevant Grantee, his/her Associates and all Core Connected Persons of the Company must abstain from voting in favour at such general meeting.

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(F) TIME OF ACCEPTANCE AND EXERCISE OF AN OPTION

An offer of grant of an Option shall remain open for acceptance by a Participant to whom the offer is made for a period of 28 days from the date upon which the offer is made. A nominal consideration of HK$1.00 is payable on acceptance of the grant of an Option.

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during the Option Period subject to the provisions for early termination thereof.

(G) PERFORMANCE TARGETS

A Grantee shall not be required to achieve, meet or exceed any performance targets before that particular Grantee can exercise the Option(s) granted.

(H) SUBSCRIPTION PRICE FOR SHARES

The Subscription Price in respect of any particular Option shall be such price as determined by the Board in its absolute discretion at the time of the grant of the relevant Option (and shall be stated in the letter containing the offer of the grant of the Option) but in any case the Subscription Price must be at least the higher of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant which must be a Business Day; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five (5) Business Days immediately preceding the date of grant; and (iii) the nominal value of a Share.

(I) RANKING OF SHARES

The Shares issued on exercise of the Options will on issue be identical to the then existing issued Shares of the Company. The Shares to be allotted and issued upon the exercise of an Option will be subject to all the provisions of the memorandum and the Current Articles of Association of the Company for the time being in force, including voting, and transfer rights and other rights arising on a liquidation of the Company, and will rank pari passu with the fully paid Shares in issue as from the day of allotment, and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the day of allotment, other than any dividends or other distributions previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date when the name of Grantee is registered on the register of members of the Company.

(J) RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS

No grant of Options shall be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision, until such price sensitive information has been published in accordance with Rule 2.07 of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of: (a) the date of the Board meeting for approval of the Company’s results for any year, half year, quarterly or any other interim period (whether or not required under the Listing

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Rules) (as such date is first notified to the Stock Exchange in accordance with the Listing Rules); and (b) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules); and ending on the date of the results announcement, no Options may be granted.

(K) PERIOD OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall be valid and effective for a period of ten (10) years commencing from the Effective Date of the New Share Option Scheme.

(L) RIGHTS ON CESSATION

If the Grantee who is an employee or a director of any member of the Group or any Invested Entity ceases to be a Participant for any reason, other than his or her death or the termination of his or her employment or engagement or cessation of his or her directorship on one or more of the grounds specified in (N) below, the Grantee may exercise the Option up to his or her entitlement at the date of cessation (to the extent not already exercised) unless the Board otherwise determines in which event the Option shall be exercisable to the extent and within such period as the Board may determine. The date of cessation of the Participant under the employment of the Group or the relevant Invested Entity shall be the last actual working day on which the Grantee is physically at work with the Group or the relevant Invested Entity whether salary is paid in lieu of notice or not.

(M) RIGHTS ON DEATH

If the Grantee of an Option dies before exercising the Options in full and in the case where the Grantee is an Employee, none of certain events which would be grounds for the termination of his or her employment as specified under (N) below arises or in the case where the Grantee is not an Employee, none of certain events which would be grounds for the termination of his or her relationship with the relevant member of the Group or Invested Entity as specified under (W)(ix) below arises, the legal personal representative(s) of this Grantee shall be entitled within a period of twelve (12) months from the date of death to exercise the Option up to the entitlement of the Grantee as at the date of death in part or in full (to the extent not already exercised).

(N) RIGHT ON DISMISSAL

If the Grantee is an Employee at the time when the relevant Option shall have been granted, the date on which the Grantee ceases to be an Employee by reason of the termination of his or her employment on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his or her debts or has become insolvent or has made any arrangement or composition with his or her creditors generality, or has been convicted of any criminal offence involving his or her integrity or honesty, his or her Option will lapse automatically on the date of cessation to be an Employee.

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(O) RIGHTS ON GENERAL OFFER

If a general offer (whether by way of takeover offer, share repurchase offer or otherwise in a like manner) is made to all Shareholders (or all Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Grantee (or his or her legal personal representatives) shall be entitled to exercise the Option in full or in part (to the extent not already exercised) at any time within one month after the date on which the offer becomes or is declared unconditional. Provided that if, during such period, such person becomes entitled to exercise rights of compulsory acquisition of Shares pursuant to the Companies Law of Cayman Islands and gives notices in writing to any holders of Shares that he intends to exercise such rights, Options shall be and remain exercisable until one (1) month from the date of such notice and, to the extent that they have not been exercised, shall thereupon lapse and determine.

(P) RIGHTS ON WINDING UP

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to all Grantees and thereupon, each Grantee (or his or her legal personal representatives) shall be entitled to exercise all or any of his Options at any time not later than four (4) Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, not later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Grantee.

(Q) RIGHTS ON COMPROMISE OR ARRANGEMENT BETWEEN THE COMPANY AND ITS CREDITORS

In the event of a compromise or arrangement between the Company and its members or creditors being proposed in connection with any scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a compromise or arrangement and the Grantee may by notice in writing to the Company accompanied by the remittance for the Subscription Price in respect of the relevant Option (such notice to be received by the Company not later than two Business Days prior to the proposed meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice, and the Company shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed meeting, allot and issue such number of Shares to the Grantee which falls on such exercise credited as fully paid and registered the Grantee as holder thereof.

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(R) RIGHTS ON SCHEME OF ARRANGEMENT

If a general offer by way of scheme of arrangement is made to all Shareholders with such scheme having been approved by the necessary number of Shareholders at the requisite meetings, the Grantee (or his or her personal representatives) may thereafter (but before such time as shall be notified by the Company) by notice in writing to the Company exercise the Option (to the extent not already exercised) to its full extent or to the extent specified in such notice.

(S) ALTERATIONS OF CAPITAL STRUCTURE

In the event of consolidation or sub-division of the share capital of the Company, whilst any Option remains exercisable, corresponding adjustment (if any) shall be made to the number of the Shares subject to the New Shares Option Scheme. Further, in the event of any alteration in the capital structure of the Company, whether by way of capitalization of profits or reserves, rights issue, consolidation, sub-division or reduction of the share capital of the Company, whilst any Option remains exercisable, corresponding adjustment (if any) shall be made to:

• (i) the number of the Shares subject to the Option already granted; or

• (ii) the Subscription Price,

provided that any such alterations shall be made on the basis that the Grantee shall have the same proportion of the issued share capital of the Company to which he or she was entitled before such alteration and the aggregate Subscription Price payable by the Grantee on the full exercise of any Option shall remain as nearly as possible the same as (but not greater than) it was before such event, but so that no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. Save in the case of a capitalisation issue, the auditors or independent financial advisers for the time being of the Company must confirm to the Directors in writing that such adjustment(s) satisfy the aforesaid requirements.

(T) CANCELLATION OF OPTIONS

The Company may by resolution of the Board cancel any Options granted but not exercised. Where the Company cancels Options to a particular Grantee, and issues new Options to the same Grantee, the issue of such new Options may only be made under the New Share Option Scheme with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit (as the case may be).

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(U) TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company may by resolution in general meeting at any time terminate the operation of the New Share Option Scheme and in such event no further Option shall be offered but the Options which are granted during the life of the New Share Option Scheme may continue to be exercisable in accordance with their terms of issue and in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect.

(V) RIGHTS ARE PERSONAL TO THE GRANTEE

An Option is personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option.

(W) LAPSE OF OPTION

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:–

• (i) the expiry of the Option Period;

• (ii) the expiry of any of the periods referred to in (L) or (M) above;

• (iii) subject to any court of competent jurisdiction not making an order prohibiting the offeror from acquiring the remaining Shares in the offer, the expiry of the period referred to in (O) above;

• (iv) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in (R) above;

• (v) subject to (P) above, the date on which the winding-up of the Company commences;

• (vi) subject to (Q) above, the date when the proposed compromise or arrangement becomes effective;

• (vii) the date on which the Grantee ceases to be an Employee by reason of the termination of his or her employment on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his or her debts or has become insolvent or has made any arrangement or composition with his or her creditors generality, or has been convicted of any criminal offence involving his or her integrity or honesty;

• (viii) the date on which the Grantee commits a breach of (V) above; or

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (ix) if the Grantee is not an Employee at the time when the relevant Option shall have been granted, the date on which the Grantee ceases to be an eligible Participant by reason of the termination of his or her relationship (whether by appointment or otherwise) with any member of the Group or any Invested Entity, on any one or more of the grounds that he or she has become unable to pay his or her debts (within the meaning of section 6A of the Bankruptcy Ordinance (Chapter 6 of the Laws of Hong Kong) or has become otherwise insolvent or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or (if so determined by the Board) has committed any act which is prejudicial to or not in the interests of any member of the Group or any Invested Entity.

(X) ALTERATION OF SCHEME

• (i) Subject to the Listing Rules and (X)(ii) to (X)(v), all provisions of the New Share Option Scheme may be altered in any respect by resolution of the Board without the approval of Shareholders in general meeting.

• (ii) The provisions of the New Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of Participants without the prior approval of the Shareholders in general meeting.

No alteration of the New Share Option Scheme shall operate to affect adversely the terms of issue of any Option granted or offered to any Participants for acceptance prior to such alteration, except:–

• (a) in the case of the cancellation of any Option, with the consent of the holder of the Option concerned; or

• (b) in the case of an alteration affecting some of but not all outstanding Options, with the written consent or sanction of such number of Grantees as shall together hold Options of the class affected in respect of not less than three fourths in nominal value of all Shares then the subject of such Options or with the sanction, given by resolution at a meeting of the relevant Grantees, passed by such majority of Grantees in respect of the nominal value of all Shares then the subject of the outstanding Options of the class affected as would be required at a meeting of the Shareholders under the memorandum and the Current Articles of Association of the Company for a variation of rights attached to the Shares; or

• (c) in the case of an alteration affecting all Options, with the written consent or sanction of such number of Grantees as shall together hold Options in respect of not less than three fourths in nominal value of all

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APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Shares then the subject of such Options or with the sanction, given by resolution at a meeting of the Grantees passed by such majority of the Grantees in respect of the nominal value of all Shares then the subject of the outstanding Options as would be required at a meeting of the Shareholders under the memorandum and the Current Articles of Association of the Company for a variation of rights attached to the Shares.

• (iii) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options already granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (iv) Any change to the authority of the Board in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in general meeting.

• (v) The amended terms of the New Share Option Scheme or the Options to be granted thereunder must comply with relevant requirements of Chapter 17 of the Listing Rules as amended from time to time.

(Y) MINIMUM PERIOD BEFORE AN OPTION CAN BE EXERCISED

The Board may in its absolute discretion impose a minimum period for which an Option has to be held before it is exercised. As at the date of passing of the necessary resolution at the AGM, the New Share Option Scheme does not contain any requirement of a minimum period and the Board considers it is not necessary and too rigid to have a fixed minimum period. The Board is currently unable to determine the minimum period. The imposition of a minimum period requirement for each Option granted will be made by the Board on a case by case basis and will not be made to the advantage of the Participants.

(Z) MISCELLANEOUS

The terms of the New Share Option Scheme (and any other schemes adopted by the Company from time to time) shall be in accordance with the requirements set out in Chapter 17 of the Listing Rules.

The Company will comply with the relevant statutory requirements and the Listing Rules from time to time in force on a continuing basis in respect of the New Share Option Scheme and any other schemes of the Company.

Any dispute arising in connection with the New Share Option Scheme (whether as to the number of Shares the subject of an Option, the amount of the Subscription Price or otherwise) shall be referred to the decision of the auditors or independent financial adviser who shall act as experts and not as arbitrators and whose decision shall, save in the case of manifest error, be final and binding on the Company and the Grantees.

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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 Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 7 June 2016 at 3:00 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 2015;

2. To declare a final dividend of HK5.0 cents per share for the year ended 31 December 2015;

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

4. To appoint Ernst & Young as the auditor of the Company and to authorise the Board of Directors to fix its 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 buy back its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total number of shares of the Company to be bought back pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (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;

  • (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 number 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 total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (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

  • (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 number of shares of the Company bought back by the Company pursuant to the exercise by the Directors of the Company of the powers of the Company to buy back 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 total number of issued shares of the Company as at the date of passing of this resolution.”; and

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NOTICE OF THE ANNUAL GENERAL MEETING

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

2. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, the shares of the Company to be issued pursuant to the exercise of any options granted under the new share option scheme, a copy of which marked “A” is produced to the meeting and for the purpose of identification signed by the Chairman hereof (the “New Share Option Scheme”), the New Share Option Scheme be and is hereby approved and adopted by the Company on the date of this Meeting and that the Directors of the Company be and are hereby authorised to grant options to the eligible participants under the New Share Option Scheme and to allot and issue shares of the Company upon the exercise of any options granted thereunder and pursuant to the terms and conditions thereof, and to do all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the New Share Option Scheme.”

On behalf of the Board Lam Yin Kee Chairman

Hong Kong, 9 May 2016

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 22/F, Hopewell Centre, 183 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 members who are entitled to attend and vote at the Meeting to be held on 7 June 2016, the Register of Members of the Company will be closed on Thursday, 2 June 2016 to Tuesday, 7 June 2016, both days inclusive. In order to qualify for attending and voting at the Meeting, all transfer documents should be lodged for registration with the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 1 June 2016.

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NOTICE OF THE ANNUAL GENERAL MEETING

• (b) For the purpose of determining members who qualify for the proposed final dividend, the Register of Members of the Company will be closed on Tuesday, 14 June 2016 to Thursday, 16 June 2016, both days inclusive. In order to qualify for the proposed final dividend, all transfer documents should be lodged for registration with the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 13 June 2016.

• 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 buy back any existing shares of the Company.

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

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