Ascletis Pharma Inc. — Proxy Solicitation & Information Statement 2016

Apr 26, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in World Houseware (Holdings) Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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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世界（集團）有限公司 WORLD HOUSEWARE (HOLDINGS) LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 713)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of World Houseware (Holdings) Limited to be held at the Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong at 3:30 p.m. on Wednesday, 15 June 2016, is set out on pages 17 to 21 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish.

Hong Kong, 27 April 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to issue New Shares and Repurchase its own Shares . . . . . . . . . . . .	4
Reasons for Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Funding of Repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Disclosure of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Share Purchase made by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Director’s Undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Takeovers Code Consequences and Minimum Public Float. . . . . . . . . . . . . . . . . . . . . .	6
Refreshment of Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Market Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at the Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong at 3:30 p.m. on Wednesday, 15 June 2016 and any adjournment thereof

“Articles of Association” the articles of association of the Company “associates” has the same meaning as defined in the Listing Rules “Board” the board of Directors “Company” World Houseware (Holdings) Limited, a company incorporated in the Cayman Islands and whose shares are listed on the Stock Exchange “Directors”

“Directors” the directors of the Company from time to time “General Mandates” the Share Issue Mandate and the Repurchase Mandate “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 20 April 2016 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China

“Repurchase Mandate” a general and unconditional mandate proposed to be granted at the Annual General Meeting to the Directors to exercise all the powers of the Company to repurchase Shares

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DEFINITIONS

“Scheme Mandate Limit”	the meaning ascribed thereto in the section headed
	“Refreshment of the Scheme Mandate Limit” in the Letter
	from Board in this circular
“Share Issue Mandate”	a general and unconditional mandate proposed to be granted
	at the Annual General Meeting to the Directors to exercise
	all the powers of the Company to issue, allot and otherwise
	deal with new Shares
“Share Option Scheme”	the share option scheme adopted by the shareholders on 10
	June 2011
“Shares”	ordinary shares of HK$0.10 each in the capital of
	the Company, and “Shareholders” shall be construed
	accordingly
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Code on Takeovers and Mergers and Share
	Repurchases
“HK$” and “cents”	Hong Kong dollars and cents respectively

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LETTER FROM THE BOARD

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世界（集團）有限公司 WORLD HOUSEWARE (HOLDINGS) LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 713)

Executive Directors: Mr. Lee Tat Hing (Chairman) Madam Fung Mei Po (Vice Chairperson and Chief Executive Officer) Mr. Lee Chun Sing (Vice Chairman) Mr. Lee Pak Tung Madam Chan Lai Kuen Anita Mr. Lee Kwok Sing Stanley Mr. Kwong Bau To

Non-executive Director: Mr. Cheung Tze Man Edward Independent Non-executive Directors: Mr. Tsui Chi Him Steve Mr. Ho Tak Kay Mr. Hui Chi Kuen Thomas Mr. Shang Sze Ming

Registered office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Head office and principal place of business in Hong Kong: Flat C, 18th Floor Bold Win Industrial Building 16-18 Wah Sing Street Kwai Chung New Territories Hong Kong

27 April 2016

To the Shareholders

Dear Sir/Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the Annual General Meeting which has been convened for the purpose of considering and if thought fit, approving, inter alia:

• the grant of the Share Issue Mandate and Repurchase Mandate to Directors to issue new Shares and repurchase Shares; and

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LETTER FROM THE BOARD

• the refreshment of the Scheme Mandate Limit.

A notice of the Annual General Meeting is set out on pages 17 to 21 of this circular.

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES

At the last annual general meeting of the Company held on 9 June 2015, the Directors were granted a general mandate to allot and issue Shares and a general mandate to repurchase Shares. These mandates will expire at the conclusion of the Annual General Meeting. The Directors propose to seek the approval of the Shareholders at the Annual General Meeting by way of passing ordinary resolutions for the grant of:

• the Share Issue Mandate to issue Shares up to a maximum of 20% of the Shares in issue as at the date of passing of the relevant resolution; which represent 149,323,480 shares as at the Latest Practicable Date; and

• the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the Shares in issue as at the date of passing of the relevant resolution.

Whilst the Directors do not presently intend to repurchase any Shares, they believe that the flexibility afforded by the Repurchase Mandate, if the ordinary resolution granting it is passed, would be beneficial to the Company.

As at the Latest Practicable Date, the issued share capital of the Company was 746,617,401 Shares. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorised to repurchase up to 74,661,740 Shares during the period up to the next annual general meeting in 2017 or the expiration of the period within which the next annual general meeting of the Company is required by law to be held or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

REASONS FOR REPURCHASE

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets of the Company and/or earnings and/or dividend per Share.

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LETTER FROM THE BOARD

FUNDING OF REPURCHASES

Repurchases must be funded out of funds legally available for the purpose in accordance with the articles of association of the Company and the laws of the Cayman Islands, being profits available for distribution and the proceeds of a fresh issue of shares made for the purpose of the repurchase and it is envisaged that the funds required for any repurchase would be derived from such sources.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements as at 31 December 2015) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase 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.

DISCLOSURE OF INTERESTS

None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their associates, has any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company or its subsidiaries.

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

SHARE PURCHASE MADE BY THE COMPANY

There have been no repurchases of Shares by the Company during the six months prior to the date of this document (whether on the Stock Exchange or otherwise).

DIRECTOR’S UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands so far as the same may be applicable.

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LETTER FROM THE BOARD

TAKEOVERS CODE CONSEQUENCES AND MINIMUM PUBLIC FLOAT

If as a result of a repurchase of Shares a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, 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.

As at the Latest Practicable Date, Goldhill Profits Limited (“Goldhill”) is holding 280,895,630 Shares representing approximately 37.62% of the entire issued Shares of the Company and Lees International Investments Limited (“Lees International”) is holding 28,712,551 Shares representing approximately 3.85% of the entire issued Shares of the Company. Assuming the Repurchase Mandate is exercised in full and there is not any issue of new Shares by the Company, the shareholding of Goldhill will be increased to 41.80% of the entire issued Shares of the Company and the shareholding of Lees International will be increased to 4.27% of the entire issued Shares. In the opinion of the Directors, such increase of Goldhill may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the repurchase proposal to such an extent as would result in takeover obligations. Apart from Goldhill and Lees International, the Directors are not aware of any Shareholder, or group of Shareholders acting in concert who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate.

The Directors will not exercise the Repurchases Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

REFRESHMENT OF SCHEME MANDATE LIMIT

In order to provide the Company with greater flexibility in granting share options to eligible persons (including but not limited to employees and Directors) of the Company under the Share Option Scheme as incentives or rewards for their contribution to the Company, the Board decided to seek the approval from the Shareholders at the Annual General Meeting to refresh the Scheme Mandate Limit of the Share Option Scheme.

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LETTER FROM THE BOARD

The Share Option Scheme was adopted on 10 June 2011. Pursuant to the terms of the Share Option Scheme, among other things:

• (1) the maximum number of Shares which may be issued upon exercise of all outstanding share options granted under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the total number of Shares in issue from time to time; and

• (2) the number of Shares in respect of which share options may be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue on the day of adoption of the Share Option Scheme (“Scheme Mandate Limit”).

The Company may renew the Scheme Mandate Limit at any time subject to prior Shareholders’ approval in general meeting and the Stock Exchange granting listing of and permission to deal in the Shares to be issued upon exercise of share options pursuant to the refreshment of the Scheme Mandate Limit. However, the total number of Shares which may be issued upon exercise of all share options granted under the Share Option Scheme and any other share option schemes of the Company under the Scheme Mandate Limit as “refreshed” must not exceed 10% of the Shares in issue as at the date of the approval of the Scheme Mandate Limit. Share options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised) will not be counted for purpose of calculating the Scheme Mandate Limit as “refreshed”.

The Share Option Scheme was adopted on 10 June 2011 and 46,800,000 and 55,300,000 share options were granted on 24 October 2011 and 12 November 2012 respectively.

At the annual general meeting of the Company held on 19 June 2013, the latest Scheme Mandate Limit was refreshed to 67,641,740 Shares, being 10% of the number of the Shares in issue as at the date of the annual general meeting of the Company held on 19 June 2013 and 33,900,020 share options were granted on 1 September 2015, of which none were exercised, lapsed, cancelled and were outstanding at the Latest Practicable Date.

The refreshment of the Scheme Mandate Limit is subject to (i) the Shareholders’ approval at the Annual General Meeting; and (ii) the Listing Committee granting approval for the listing of and permission to deal in the Shares to be issued pursuant to the exercise of any share options granted under the Refreshed Limit of the Share Option Scheme.

Application will be made to the Stock Exchange for listing of and permission to deal in the Shares to be issued upon exercise of share options pursuant to the refreshment of the Scheme Mandate Limit.

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LETTER FROM THE BOARD

The total number of share options granted, exercised, lapsed/cancelled since adoption and the total number of share options remained outstanding under the Share Option Scheme as at the Latest Practicable Date are as follows:

	Number of
	Share options
Share options granted	136,000,020
Share options exercised	70,200,000
Share options lapsed/cancelled	500,000
Outstanding share options	65,300,020

The Directors believe that the Share Option Scheme is a cost effective way to provide incentives to, and recognise the contributions of, the Group’s directors, employees and other selected grantees. The refreshment of the Scheme Mandate Limit will give the Directors more flexibility in employing the Share Option Scheme in the future should they need to grant share options that are over the existing limit. Accordingly, the Directors would like to take the Annual General Meeting as an opportunity to approve the refreshment of the Scheme Mandate Limit instead of holding a separate special general meeting.

If the Scheme Mandate Limit is “refreshed” at the Annual General Meeting, on the basis of 746,617,401 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued or purchased by the Company prior to the Annual General Meeting, the Scheme Mandate Limit will be “refeshed” to 74,661,740 Shares and allows the Company to grant further share options under the Share Option Scheme carrying the rights to subscribe for a maximum of 74,661,740 Shares represent 10% of total number of Shares in issue as at the Latest Practicable Date (the “Refreshed Limit”).

The Company confirmed that it has complied with Rule 17.03(4) of the Listing Rules for the aforesaid share options.

As at the Latest Practicable Date, there were 746,617,401 Shares in issue and an outstanding balance of 65,300,020 share options under the Share Option Scheme entitling the holders of the share options to subscribe for an aggregate of 65,300,020 new shares. Assuming that no further shares were issued or purchased by the Company prior to the Annual General Meeting, upon refreshment of the Scheme Mandate Limit by the shareholders at the Annual General Meeting, the Scheme Mandate Limit of 74,661,740 shares as refreshed together with the new shares allowed to be issued upon exercise of the outstanding balance of share options of 65,300,020 shares represent 8.75% of total number of Shares in issue as at the Latest Practicable Date for an aggregate of 139,961,760 shares options represent 18.75% of total number of Shares in issue as at the Latest Practicable Date, which do not exceed 223,985,220 shares, being the said limit of 30% of the total number of shares in issue from time to time as at the Latest Practicable Date. Save for the Share Option Scheme, the Company has no other share option schemes as at the Latest Practicable Date.

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LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is subject to (i) the Shareholders’ approval at the Annual General Meeting; and (ii) the Listing Committee granting approval for the listing of and permission to deal in the Shares to be issued pursuant to the exercise of any share options granted under the Refreshed Limit of the Share Option Scheme.

Application will be made to the Stock Exchange for listing of and permission to deal in the Shares to be issued upon exercise of share options pursuant to the refreshment of the Scheme Mandate Limit.

MARKET PRICES

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

	Share prices
	Highest	Lowest
	HK$	HK$
2015
April	0.540	0.380
May	0.780	0.540
June	1.280	0.600
July	1.020	0.390
August	0.960	0.520
September	0.810	0.520
October	0.820	0.670
November	0.730	0.620
December	0.680	0.600
2016
January	0.610	0.420
February	0.580	0.445
March	0.580	0.470
April (up to and including the Latest Practicable Date)	0.570	0.465

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The notice of Annual General Meeting is set out on pages 17 to 21 of this circular. A form of proxy for use at the Annual General Meeting is enclosed and whether you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s share registrar in Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time limit fixed for holding the Annual General Meeting. Completion of the form of proxy and returning it to the Company will not preclude you from attending, and voting at, the Annual General Meeting if you so wish.

VOTING BY WAY OF POLL

Pursuant to Rules 13.39(4) of the Listing Rules, all votes of shareholders at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RE-ELECTION OF RETIRING DIRECTORS

According to Article 116 of the existing Articles of Association, 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 one-third, shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, at the Annual General Meeting, Mr. Lee Tat Hing, Mr. Ho Tak Kay, Mr. Hui Chi Kuen Thomas and Mr. Shang Sze Ming shall retire office by rotation and being eligible, each of them will offer himself/herself for re-election as Directors. At the Annual General Meeting, ordinary resolution will be proposed to re-elect them as Directors. Brief biographies of each of them are as follows:

Mr. Lee Tat Hing , is the Executive Director of the Company and the Chairman of the Group, aged 78, Mr. Lee has over 40 years’ experience in the trading and manufacturing of household products and is responsible for the strategic planning and business development of the Group. As at the Latest Practicable Date, other than as disclosed in the annual report for the year ended 31 December 2015, Mr. Lee does not have any other interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Lee does not hold any directorship in any other listed public companies in the past three years. Save as disclosed in the annual report for the year ended 31 December 2015, Mr. Lee has no other relationships with directors, senior management or substantial or controlling shareholders of the Company. Mr. Lee is currently a member of the remuneration committee and risk committee and the chairman of nomination committee.

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LETTER FROM THE BOARD

There is no service agreement in writing between the Company and Mr. Lee and the total emoluments of Mr. Lee is determined by the Board with reference to the Company’s performance and profitability, as well as the prevailing market conditions. For the year ended 31 December 2015, the total emoluments paid by the Company to Mr. Lee amounts to HK$6,459,000 and 6,500,000 share options were granted to him.

Mr. Lee has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no any other matters that need to be brought to the attention of the Shareholders of the Company or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Ho Tak Kay , is the Independent Non-executive Director of the Company, aged 59. He is a fellow member of the Association of Chartered Certified Accountants as well as the Hong Kong Institute of Certified Public Accountants. He had worked with certain international accounting firms before and has over 30 years experience in audit, accounting and financial fields. Mr. Ho joined the Group in 2004. As at the Latest Practicable Date, Mr. Ho does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Future Ordinance nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Ho is currently a member of the audit committee, remuneration committee, nomination committee and risk committee of the Company.

Mr. Ho would have served the Board for more than twelve years if he is re-elected at the AGM. Mr. Ho does not hold any issued share capital of the Company. He has never received any interest in any securities of the Company as a gift, or by means of other financial assistance, from a connected person or the Company itself save and except that he has entered into a service agreement with the Company for a period of three years commencing from 6 September 2014 with an annual fee of HK$180,000, which is determined by the Board with reference to Mr. Ho’s duties and responsibilities with the Company and the prevailing market condition. For the year ended 31 December 2015, the total emoluments paid by the Company to Mr. Ho amounts to HK$180,000 together with 300,000 share options were granted to him. He is not a director, partner or principal nor an employee of a professional adviser which currently provides or has within one year immediately prior to the date of his appointment provided services to the Company or any of their respective subsidiaries or connected persons; or any person who was a controlling shareholder or, any person who was the chief executive or a director (other than an independent non-executive director) of the Company within one year immediately prior to the date of his appointment. He has no material interest in any principal business activity of nor is involved in any material business dealings with the Company, its holding company or their respective subsidiaries or with any connected persons of the Company. He is not on the board specifically to protect the interests of an entity whose interests are not the same as those of the shareholders as a whole. He is or was not connected with a director, the chief executive or a substantial shareholder of the Company within two years immediately prior to the date of his appointment. Mr. Ho has never held any executive or

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LETTER FROM THE BOARD

management position in the Group nor has he throughout such period been under the employment of any member of the Group nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Ho does not hold any directorship in any other listed public companies in the past three years. He is not financially dependent on the Company, its holding company or any of their respective subsidiaries of connected persons of the Company. Mr. Ho has also provided an annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Board (with Mr. Ho abstaining from opining on the same) has also made an assessment and submission to the board that it is fully satisfied that Mr. Ho meets the requirements of the independence as set out in Rule 3.13 of the Listing Rules and it came to a conclusion that Mr. Ho continues to be independent. Accordingly, the Board considers that there is no evidence that the independence of Mr. Ho, especially in terms of exercising independent judgment and objective challenges to the management, has been or will be in any way compromised or affected. The Board is confident that Mr. Ho will continue to make valuable contribution to the Company by providing his balanced and objective views to the Board. The Board therefore comes to the views that Mr. Ho should be reelected for a further term at the AGM.

Mr. Ho has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no any other matters that need to be brought to the attention of the Shareholders of the Company or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Hui Chi Kuen Thomas , is the Independent Non-executive Director of the Company, aged 59, and is a professional accountant. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of the Institute of Chartered Accountants in Australia and CPA Australia. He has over 20 years’ experience in the accounting, taxation and financial management gained in certain multinational corporations and publicly listed companies in Hong Kong and Australia. Mr. Hui was first appointed as an Independent Non-executive Director of the Company in 2004. As at the Latest Practicable Date, Mr. Hui has no any relationships with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Hui is currently a member of the audit committee, remuneration committee, nomination committee and risk committee of the Company.

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LETTER FROM THE BOARD

Mr. Hui would have served the Board for more than twelve years if he is re-elected at the AGM. Mr. Hui has a beneficial personal interest of 1,300,000 shares which is less than 1% in the total issued share capital of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He has never received any interest in any securities of the Company as a gift, or by means of other financial assistance, from a connected person or the Company itself save and except that he has entered into a service agreement with the Company for a period of three years commencing from 6 September 2014 with an annual fee of HK$180,000, which is determined by the Board with reference to Mr. Hui’s duties and responsibilities with the Company and the prevailing market condition. For the year ended 31 December 2015, the total emoluments paid by the Company to Mr. Hui amounts to HK$180,000 together with 300,000 share options were granted to him. He is not a director, partner or principal nor an employee of a professional adviser which currently provides or has within one year immediately prior to the date of his appointment provided services to the Company or any of their respective subsidiaries or connected persons; or any person who was a controlling shareholder or, any person who was the chief executive or a director (other than an independent non-executive director) of the Company within one year immediately prior to the date of his appointment. He has no material interest in any principal business activity of nor is involved in any material business dealings with the Company, its holding company or their respective subsidiaries or with any connected persons of the Company. He is not on the board specifically to protect the interests of an entity whose interests are not the same as those of the shareholders as a whole. He is or was not connected with a director, the chief executive or a substantial shareholder of the Company within two years immediately prior to the date of his appointment. He was not or had not at any time during the two years immediately prior to the date of his appointment been, an executive or director of the Company, of its holding company or of any of their respective subsidiaries or of any connected persons of the Company. Mr. Hui does not hold any directorship in any other listed public companies in the past three years. He is not financially dependent on the Company, its holding company or any of their respective subsidiaries of connected persons of the Company. Mr. Hui has also provided an annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Board (with Mr. Hui abstaining from opining on the same) has also made an assessment and submission to the board that it is fully satisfied that Mr. Hui meets the requirements of the independence as set out in Rule 3.13 of the Listing Rules and it came to a conclusion that Mr. Hui continues to be independent. Accordingly, the Board considers that there is no evidence that the independence of Mr. Hui, especially in terms of exercising independent judgment and objective challenges to the management, has been or will be in any way compromised or affected. The Board is confident that Mr. Hui will continue to make valuable contribution to the Company by providing his balanced and objective views to the Board. The Board therefore comes to the views that Mr. Hui should be re-elected for a further term at the AGM.

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LETTER FROM THE BOARD

Mr. Hui has not been involved in any of the matters as mentioned under Rules 13.51 (2)(h) to 13.51(2)(v) of the Listing Rules and there are no any other matters that need to be brought to the attention of the Shareholders of the Company or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Shang Sze Ming , is the Independent Non-executive Director of the Company, aged 56. He held a bachelor’s degree of Science in Business Administration from The Ohio State University of The United States of America. He also obtained his Master’s degree of Business Administration in Finance and Master’s degree of Science in Financial Services – Investment from Golden Gate University of The United States of America. Mr. Shang has extensive experience in investment and management for over eighteen years. He was appointed as Senior Investment Analyst in two securities companies and as Investor Relations Manager in a large listed company. Mr. Shang joined the Group in 2012 as an Independent Non-executive Director of the Company. As at the Latest Practicable Date, Mr. Shang does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Shang does not hold any directorship in any other listed public companies in the past three years. Mr. Shang is currently a member of the audit committee, remuneration committee, nomination committee and risk committee of the Company.

Mr. Shang has entered into a service agreement with the Company for a period of three years commencing from 1 November 2015 with an annual fee of HK$180,000, which is determined by the Board with reference to Mr. Shang’s duties and responsibilities with the Company and the prevailing market condition. For the year ended 31 December 2015, the total emoluments paid by the Company to Mr. Shang amounts to HK$180,000 together with 300,000 share options were granted to him.

Mr. Shang has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no any other matters that need to be brought to the attention of the Shareholders of the Company or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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LETTER FROM THE BOARD

According to Articles 99 and 117 of the existing Articles of Association, any person appointed by the Directors as a Director either to fill a casual vacancy or as an addition to the Board shall hold office until the next annual following general meeting of the Company and shall then be eligible for re-election. Accordingly, at the Annual General Meeting, Mr. Kwong Bau To shall retire from his office. Being eligible for re-election, he will offer himself for re-election as Director. At the Annual General Meeting, ordinary resolution will be proposed to re-elect him as Director. His biographies are as follows:

Mr. Kwong Bau To , is the Executive Director of the Company, aged 60, is responsible to assist the development of the business for food waste recycling in Hong Kong and other development projects. He has gained extensive experience in engineering and marketing field by working with sizable corporations in Hong Kong in the past and had been an Executive Director of the Company for over 4 years from 6 September 2005 to 9 May 2010, he returned to serve the Group in 2014.

As at the Latest Practicable Date, Mr. Kwong has a beneficial personal interest of 3,103 shares within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Kwong does not hold any directorship in any other listed public companies in the past three years. Mr. Kwong has no any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

There is no service agreement in writing between the Company and Mr. Kwong and the total emoluments of Mr. Kwong is determined by the Board with reference to Mr. Kwong’s duties and responsibilities with the Company and the prevailing market condition. For the year ended 31 December 2015, the total emoluments paid by the Company to Mr. Kwong amounts to HK$952,500 together with 3,000,000 shares options were granted to him.

Mr. Kwong has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no any other matters that need to be brought to the attention of the Shareholders of the Company or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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LETTER FROM THE BOARD

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 enquires, 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.

RECOMMENDATION

The Directors consider that the re-election of Directors and the granting of the General Mandates are in the interests of and for the benefit of the Company and the Shareholders and accordingly the Directors recommend you to vote in favour of these resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Lee Tat Hing Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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世界（集團）有限公司 WORLD HOUSEWARE (HOLDINGS) LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 713)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of World Houseware (Holdings) Limited (the “ Company ”) will be held at the Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong at 3:30 p.m. on Wednesday, 15 June 2016 for the purpose of considering and if thought fit, passing the following resolutions:

As ordinary business:

1. To receive and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2015.

2. To re-elect directors and to authorise the Board to fix the directors’ remuneration.

3. To re-appoint auditors and authorise the Board to fix their remuneration.

As special business:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, pass with or without modifications, the following resolutions as Ordinary Resolutions:

2. A. “ THAT :

   • (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares, options, warrants or similar rights to subscribe for any shares in the Company, and to make and grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this Resolution shall authorise the directors of the Company during the Relevant Period to make and grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the total number of issued shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this Resolution) or (ii) the exercise of options under any share option scheme or similar arrangement or (iii) the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company or warrants to subscribe for shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the Company’s Articles of Association, shall not 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

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

• (ii) the end of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of Cayman Islands to be held; or

• (iii) revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting;

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to the holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company).”

• B. “ THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall be in addition to any other authorizations given to the directors of the Company and shall authorize the directors of the Company on behalf of the Company to repurchase its shares at a price determined by the directors of the Company;

• (c) the total number of issued Shares of the Company to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) of this Resolution during the Relevant Period 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

• (d) for the purposes of this Resolution the expression “Relevant Period” shall have the same meaning as assigned to it under paragraph (d) of Ordinary Resolution 4A of this notice.”

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NOTICE OF ANNUAL GENERAL MEETING

• C. “ THAT conditional upon Resolutions 4A and 4B being passed, the total number of issued Shares of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in Resolution 4B above shall be added to the total number of issued Shares that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to Resolution 4A, provided that the amount of share capital repurchased by the Company shall not exceed 10% of the total nominal amount of the share capital of the Company in issue as at the date of passing this Resolution.”

• D. “ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the shares of the Company to be issued upon the exercise of options under the share option scheme adopted by the Company on 10 June 2011 (the “Share Option Scheme”), the existing scheme mandate limit in respect of the granting of options to subscribe for shares of the Company under the Share Option Scheme be refreshed and renewed provided that the total number of Shares which may be allotted and issued pursuant to the grant or exercise of the options under the Share Option Scheme (excluding options granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10% of the shares of the Company in issue as at the date of passing this resolution (the “Refreshed Limit”) and that the Directors be and are hereby unconditionally authorised, subject to compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, to grant options under the Share Option Scheme up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such options.”

By Order of the Board Lee Tat Hing Chairman

Hong Kong, 27 April 2016

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NOTICE OF ANNUAL GENERAL MEETING

Registered office:

P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Flat C, 18th Floor

Bold Win Industrial Building 16-18 Wah Sing Street Kwai Chung New Territories Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the Articles of Association, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which such proxy is so appointed.

2. A form of proxy for use at the meeting is enclosed. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the office of the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment hereof.

3. The register of members of the Company will be closed from 13 June 2016 to 15 June 2016, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the right to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 10 June 2016.

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