B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2019

Aug 2, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Crown International Corporation Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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Crown International Corporation Limited

(Incorporated in Hong Kong with limited liability) (Stock code: 727)

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

Capitalised terms used in the lower portion of this cover page and the “Responsibility Statement” shall have the same respective meanings as those defined in “Definitions” of this circular.

A notice convening the 2019 AGM to be held at Regus Conference Center, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 9 September 2019 at 11:00 a.m. is set out on pages 27 to 33 of this circular. If you are unable to attend the 2019 AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company’s share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2019 AGM or its adjournment (excluding any public holiday in Hong Kong). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the 2019 AGM or its adjournment if you so wish. In that event, the form of proxy will be deemed to be revoked.

2 August 2019

CONTENT

	Page
RESPONSIBILITY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM. . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX
I. Polling Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
II. Information on the Directors proposed for re-election . . . . . . . . . . . . . . . . . . . .	18
III. Explanatory Statement on Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . .	22
2019 AGM NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

This circular is prepared in both English and Chinese versions. Should there be any discrepancies, the English version shall prevail.

– i –

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.

– ii –

DEFINITIONS

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

“2019 AGM”

the annual general meeting of the Company to be held on Monday, 9 September 2019 at 11:00 a.m. at Regus Conference Center, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong

• “2019 AGM Notice” or “Notice of Annual General Meeting”

• the notice convening the 2019 AGM, which is set out on pages 27 to 33 of this circular

• “Articles of Association”

the articles of association of the Company as amended, supplemented or otherwise modified from time to time

• “Audit Committee”

the audit committee of the Board

• “Board”

the board of Directors

• “Chief Executive Officer” or “CEO”

the chief executive officer of the Company

• “close associate(s)”

has the meaning ascribed thereto under the Listing Rules

• “Companies Ordinance”

the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• “Company”

Crown International Corporation Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 727)

• “controlling shareholder(s)”

has the meaning ascribed thereto under the Listing Rules

• “core connected person(s)”

has the meaning ascribed thereto under the Listing Rules

– 1 –

DEFINITIONS

• “Director(s)”

• director(s) of the Company

• “Executive Committee”

the executive committee of the Board

• “Existing Share Buy-back Mandate”

• a general mandate granted to the Directors at the annual general meeting of the Company held on 7 September 2018 to buy back Shares not exceeding 10% of the aggregate amount of the then issued Share as at the date of passing of the relevant resolution granting such mandate

• “Existing Share Issue Mandate”

• a general mandate granted to the Directors at the annual general meeting of the Company held on 7 September 2018 to allot, issue and deal with Shares not exceeding 20% of the aggregate amount of the then issued Share as at the date of passing of the relevant resolution granting such mandate

• “Group”

the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

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

• “Independent Auditor”

“Latest Practicable Date”

the independent auditor of the Company from time to time 25 July 2019, 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 as amended, supplemented or otherwise modified from time to time

“RQNC” the remuneration, quality and nomination committee of the Board “SFC” the Securities and Futures Commission of Hong Kong

– 2 –

DEFINITIONS

“SFO”

The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Scheme Mandate Limit” the maximum numbers of Shares which may be allotted and issued upon exercise of all Share Options to be granted under the Share Option Scheme, which shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

• “Scheme Mandate Limit the proposal to refresh the Scheme Mandate Limit under the Refreshment Proposal” Share Option Scheme

• “Share Buy-back Mandate” a general mandate proposed to be granted to the Directors at the 2019 AGM to buy back Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting such mandate

• “Share Issue Mandate” a general mandate proposed to be granted to the Directors at the 2019 AGM to allot, issue and deal with Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution granting such mandate

• “Share(s)” ordinary share(s) in the share capital of the Company

• “Share(s)”

• “Share Options”

• share options granted or to be granted by the Company pursuant to the Share Option Scheme

• “Share Option Scheme” the share option scheme adopted by the Company on 25 September 2015 conferring the holders of Share Options rights to subscribe the Shares in accordance with the said scheme

• “Shareholder(s)” registered holder(s) of fully-paid Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 3 –

DEFINITIONS

“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules “substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented or otherwise modified from time to time and administered by the SFC “Year” the year ended 31 March 2019 “%” per cent.

– 4 –

LETTER FROM THE BOARD

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Crown International Corporation Limited

(Incorporated in Hong Kong with limited liability) (Stock code: 727)

Executive Directors:

Ms. HUNG Man (Chairman and Chief Executive Officer) Mr. LI Yong Jun (Vice Chairman) Mr. LIU Hong Shen (Vice Chairman) Mr. MENG Jin Long

Registered Office: Suite 902, 9th Floor Central Plaza 18 Harbour Road Wanchai Hong Kong

Independent Non-executive Directors:

Mr. LONG Tao Mr. REN Guo Hua Mr. CHEN Fang

2 August 2019

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME

AND NOTICE OF ANNUAL GENERAL MEETING

The Board hereby cordially invites you to attend the 2019 AGM to be held on Monday, 9 September 2019 at 11:00 a.m..

– 5 –

LETTER FROM THE BOARD

The 2019 AGM will deal with the following ordinary and special businesses:

• (1) considering and adopting the audited consolidated financial statements and the respective reports of the Directors and BDO Limited (being the existing Independent Auditor) for the Year;

• (2) re-election of retiring Directors;

• (3) re-appointment of the Independent Auditor and to authorise the Board to fix its remuneration;

• (4) (i) granting to the Directors the Share Issue Mandate;

• (ii) granting to the Directors the Share Buy-back Mandate;

• (iii) extending the Share Issue Mandate by adding to it the aggregate number of the Shares which may be bought back under the Share Buy-back Mandate;

• (5) authorising the Board to fix the Directors’ remunerations for the year ending 31 March 2020; and

• (6) approving the proposed refreshment of the Scheme Mandate Limit.

Details of the above businesses are set out in the section “Directors’ Recommendation for the 2019 AGM” and the Appendices.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, (i) no Shareholder is required to abstain from voting on any resolutions to be proposed at the 2019 AGM; and (ii) as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder, and no obligation or entitlement of any Shareholder, whereby he/she/it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her/its Shares to a third party, either generally or on a case-by-case basis.

– 6 –

LETTER FROM THE BOARD

The 2019 AGM will be an important opportunity for the Board to communicate with the Shareholders. If you are unable to attend the 2019 AGM, we sincerely invite you to appoint a proxy to attend and vote on your behalf.

Yours faithfully For and on behalf of the Board HUNG Man Chairman

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DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

RESOLUTION NUMBERED 1 – CONSIDERING AND ADOPTING THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

An ordinary resolution will be proposed at the 2019 AGM for the purpose of considering and adopting the audited consolidated financial statements and the respective reports of the Directors and the Independent Auditor for the Year, which are set out in the Company’s annual report published on 29 July 2019.

RESOLUTION NUMBERED 2 – RE-ELECTION OF RETIRING DIRECTORS

An ordinary resolution will be proposed at the 2019 AGM to re-elect each of the retiring Directors, each as a separate resolution.

Presently, the Board comprises 7 Directors, of which 4 are executive Directors, namely Ms. HUNG Man (“ Ms. Hung ”), Mr. LI Yong Jun, Mr. LIU Hong Shen and Mr. MENG Jin Long (“ Mr. Meng ”); and 3 are independent non-executive Directors, namely Mr. LONG Tao, Mr. REN Guo Hua and Mr. CHEN Fang (“ Mr. Chen ”).

According to Article 110 of the 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. According to A.4.2 set out in Appendix 14 of the Listing Rules, any Director appointed to fill the casual vacancy should be subject to election by shareholders at the first general meeting after appointment. As Ms. Hung was appointed by the Board as Director with effect from 28 March 2019, Ms. Hung will hold her office until the 2019 AGM and, being eligible, has offered herself for re-election at the 2019 AGM.

Article 133 of the Articles of Association provides that at each annual general meeting of the Company, 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 and less than one-third, shall retire from office. The same Article also provides that the Directors to retire in every year shall be those who have been the longest in office since their last election. Accordingly, Mr. Meng and Mr. Chen will retire by rotation at the 2019 AGM. Both of them, being eligible, have offered themselves for re-election at the 2019 AGM.

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DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

Mr. Chen, one of the retiring Directors, has confirmed his independence regarding the factors set out in Rule 3.13 of the Listing Rules.

The RQNC has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s board diversity policy and director nomination policy and the Company’s corporate strategy, and the independence of all independent non-executive Directors. The RQNC has recommended to the Board on the re-election of all the retiring Directors, including Mr. Chen, an independent non-executive Director who is due to retire at the 2019 AGM. The Company considers that Mr. Chen is independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the retiring Directors are set out in Appendix II to this circular.

RESOLUTION NUMBERED 3 – RE-APPOINTMENT OF INDEPENDENT AUDITOR

The Board agreed with the view of the Audit Committee and recommended that, subject to the Shareholders’ approval at the 2019 AGM, BDO Limited be re-appointed as the Independent Auditor.

An ordinary resolution will be proposed at the 2019 AGM for the purpose of re-appointing BDO Limited as the Independent Auditor in respect of the Company’s financial statements for the year ending 31 March 2020 and authorising the Board to fix its remuneration.

– 9 –

DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

RESOLUTION NUMBERED 4(I) – SHARE ISSUE MANDATE

An ordinary resolution will be proposed at the 2019 AGM for the purpose of renewing the Existing Share Issue Mandate granted to the Directors to allot, issue and deal with the Shares under section 141 of the Companies Ordinance and pursuant to the Listing Rules. The Existing Share Issue Mandate will expire at the conclusion of the 2019 AGM. On the basis that there were a total of 3,430,000,000 issued Shares as at Latest Practicable Date and no further Shares are issued or bought back and cancelled on or before 9 September 2019, being the date of the 2019 AGM, the Company would be allowed under the Share Issue Mandate to allot, issue and deal with up to a maximum of 686,000,000 additional Shares, representing 20% of the issued Shares if the Share Issue Mandate is granted at the 2019 AGM, which will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company (the “ next AGM ”); (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of Hong Kong; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

RESOLUTION NUMBERED 4(II) – SHARE BUY-BACK MANDATE

An ordinary resolution will be proposed at the 2019 AGM for the purpose of renewing the Existing Share Buy-back Mandate granted to the Directors to buy back Shares. The Existing Share Buy-back Mandate will expire at the conclusion of the 2019 AGM. The Share Buy-back Mandate is subject to a limit equal to 10% of the aggregate number of the issued Shares as at the date of passing this resolution and, if granted, shall be effective until whichever is the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of Hong Kong; or (iii) the date on which such authority is revoked or varied by an ordinary resolution by the Shareholders in a general meeting of the Company.

An explanatory statement in connection with the Share Buy-back Mandate is set out in Appendix III to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Share Buy-back Mandate.

– 10 –

DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

RESOLUTION NUMBERED 4(III) – EXTENSION OF SHARE ISSUE MANDATE

Subject to the passing at the 2019 AGM of the proposed resolutions regarding the Share Issue Mandate and the Share Buy-back Mandate, an ordinary resolution will be proposed at the 2019 AGM to approve the addition to the Share Issue Mandate of the aggregate number of the issued Shares which may be bought back under the Share Buy-back Mandate.

RESOLUTION NUMBERED 5 – AUTHORISATION TO FIX THE DIRECTORS’ REMUNERATIONS

An ordinary resolution will be proposed at the 2019 AGM to authorise the Board to fix the Directors’ remunerations for the year ending 31 March 2020.

RESOLUTION NUMBERED 6 – REFRESHMENT OF THE 10% SHARE OPTION SCHEME LIMIT

An ordinary resolution will be proposed at the 2019 AGM to refresh of the Scheme Mandate Limit.

The Share Option Scheme was adopted by the Company on 25 September 2015. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force.

Pursuant to the Share Option Scheme and Chapter 17 of the Listing Rules, the maximum number of Shares which may be issued upon exercise of all Share Options to be granted under the Share Option Scheme and any other share option scheme(s) of the Company, shall not in aggregate exceed 10% of the total number of Shares in issue as at the date of adoption of the Share Option Scheme, namely 260,000,000 Shares. From the date of approval for adoption of the Share Option Scheme up to the Latest Practicable Date, there has not been any refreshment of the Scheme Mandate Limit.

The Company may refresh the Scheme Mandate Limit by ordinary resolution of the Shareholders at general meeting provided that:

• (a) the Scheme Mandate Limit so refreshed shall not exceed 10% of the total number of Shares in issue as at the date of the Shareholders’ approval of the refreshment of the Scheme Mandate Limit;

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DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

• (b) share options previously granted under the Share Option Scheme and any other share option scheme(s) of the Company (including those outstanding, cancelled, or lapsed in accordance with the relevant scheme rules or exercised share options) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed; and

• (c) the total number of Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30% of the total number of Shares in issue from time to time.

The existing Scheme Mandate Limit under the Share Option Scheme is 260,000,000 Shares, being 10% of the Shares in issue as at 25 September 2015, the date of approval for adoption of the Share Option Scheme, and representing approximately of 7.58% of the Shares in issue as at the Latest Practicable Date. Since 25 September 2015 and up to the Latest Practicable Date, no Share Options have been granted under the existing Scheme Mandate Limit.

If the refreshment of the Scheme Mandate Limit is approved at the 2019 AGM, based on the 3,430,000,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be allotted and issued or repurchased after the Latest Practicable Date and up to the date of the 2019 AGM, the Company may grant further options carrying rights to subscribe for up to a total of 343,000,000 Shares under the Share Option Scheme (representing 10% of all Shares in issue as at the date of the 2019 AGM).

Since the date of approval for adoption of the Share Option Scheme and as at the Latest Practicable Date, there is no outstanding share options granted and yet to be exercised. Assuming that the refreshment of the Scheme Mandate Limit will be approved, the existing outstanding share options of the Company and the Share Options that may be granted under the refreshed Scheme Mandate Limit will not exceed 30% of all Shares in issue as at the Latest Practicable Date.

The Company shall ensure its compliance at all times with the note to Rule 17.03(4) of the Listing Rules, which provides that the total number of securities issued and to be issued upon exercise of the Share Options granted to each participant (including both exercised and outstanding options) in any 12-month period shall not exceed 1% of the relevant class of securities of the Company (or the relevant subsidiary) in issue, unless approved by shareholders of the Company in the manner set out in the note to Rule 17.03(4) of the Listing Rules.

– 12 –

DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

The Directors consider that the Company should refresh the existing Scheme Mandate Limit so that the Company could have an additional capacity of 83,000,000 Share Options to grant, and therefore more flexibility to provide incentives to the Eligible Participants (defined below) by granting Share Options to them. Granting Share Options to Eligible Participants would provide them an opportunity to have a personal stake in the Company with the view to achieving the objectives of (i) motivating the Eligible Participants to optimise their performance efficiency for the benefit of the Group; and (ii) attracting and retaining or otherwise maintaining on-going business relationships with Eligible Participants whose contributions are or will be beneficial to the longterm growth of the Group. The “ Eligible Participants ” are as follows:

• (i) any employee (whether full-time or part-time including any executive Director but excluding any non-executive Director) of the Company, any of the subsidiaries of the Company or any entity (each an “ Invested Entity ”) in which any member of the Group holds an equity interest;

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

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

• (vi) any advisor (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any Invested Entity;

• (vii) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group.

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DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

For the purpose of the Share Option Scheme, an offer for the grant of a Share Option may be made to any company wholly-owned by one or more persons belonging to any of the above classes of Eligible Participants.

• Note: Regarding categories (iii) to (v) above, the Company considers that such persons’ contributions could include referral of business or business opportunities to the Group and having long-term business or strategic relationships with the Group which are beneficial to the Group’s long-term growth. Regarding category (vi) above, the Company considers that such other persons could include persons who will contribute to the Group in future events. The main reason for including such persons as Eligible Participants is to provide flexibility and not to limit the scope of Eligible Participants in considering the grant of Share Options by the Company to persons who in fact make contributions to the Group. The Board confirms that it will consider all the relevant factors in making fair and reasonable assessments on whether any person under such category should be offered the grant of Share Options.

The Directors consider that the refreshment of the Scheme Mandate Limit is in the interests of the Group and the Shareholders as a whole since it enables the Company to reward and motivate its employees and other Eligible Participants under the Share Option Scheme.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the passing of the necessary resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the 2019 AGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Share Options granted or to be granted under the refreshed Scheme Mandate Limit.

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in the Shares, representing 10% of the Shares in issue as at the date of the 2019 AGM, which may be issued pursuant to exercise of Share Options to be granted under the further refreshed Scheme Mandate Limit.

No Shareholder is required to abstain from voting in favour of the relevant resolution to approve the proposed refreshment of the Scheme Mandate Limit.

– 14 –

DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

2019 AGM AND PROXY ARRANGEMENT

The 2019 AGM Notice is set out on pages 27 to 33 of this circular. At the 2019 AGM, resolutions will be proposed to approve, among others, the adoption of the audited consolidated financial statements, the re-election of retiring Directors, the re-appointment of the Independent Auditor and authorisation to fix its remuneration, the granting of the Share Issue Mandate and the Share Buy-back Mandate, the extension of the Share Issue Mandate, authorisation to fix the Directors’ remunerations and the Scheme Mandate Limit Refreshment Proposal.

A form of proxy for use in connection with the 2019 AGM is enclosed with this circular and such form of proxy is also published on the respective websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.crownicorp.com). In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited at the Company’s share registrar, Boardroom Share Registrars (HK) Limited located at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not later than 48 hours before the time appointed for holding the 2019 AGM or its adjournment.

Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the 2019 AGM or its adjournment should he/she/it so wishes. In that event, the form of proxy will be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

For determining Shareholders’ entitlement to attend and vote at the 2019 AGM, the Register of Members of the Company will be closed from Wednesday, 4 September 2019 to Monday, 9 September 2019, both days inclusive. During this period, no transfer of Shares will be registered. In order to be eligible to attend and vote at the 2019 AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 3 September 2019.

– 15 –

DIRECTORS’ RECOMMENDATION FOR THE 2019 AGM

RECOMMENDATION

Shareholders are referred to the 2019 AGM Notice for details of the proposed resolutions.

The Board considers that the proposed resolutions for considering and adopting the audited consolidated financial statements, the re-election of retiring Directors, the re-appointment of the Independent Auditor, the grant of the Share Issue Mandate and the Share Buy-back Mandate, the extension of the Share Issue Mandate, the authorisation to fix the Directors’ remunerations and the Scheme Mandate Limit Refreshment Proposal are in the interests of the Company and its Shareholders as a whole. The Directors, therefore, recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2019 AGM as set out in the 2019 AGM Notice on pages 27 to 33 of this circular.

– 16 –

APPENDIX I

POLLING ARRANGEMENT

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll except where the chairman of the 2019 AGM (the “ Chairman in good faith, decides to allow a resolution which relates purely to a procedural and administrative matter to be voted on by a show of hands. The Chairman will, therefore, demand a poll for all resolutions set out in the 2019 AGM Notice and put to the vote at the 2019 AGM in accordance with article 89 of the Articles of Association.

Article 89 of the Articles of Association sets out the procedures of demanding a poll as below:

“At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

• (a) by the chairman; or

• (b) by at least three (3) Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than 5% of the total voting rights of all the shareholders having the right to vote at the meeting.”

After the conclusion of the 2019 AGM, the poll results will be published in accordance with Rule 13.39(5) of the Listing Rules on the respective websites of the Stock Exchange and the Company.

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APPENDIX II

INFORMATION ON THE DIRECTORS PROPOSED FOR RE-ELECTION

The biographical information of the retiring Directors eligible and standing for re-election at the 2019 AGM is set out below:

Ms. HUNG Man, formerly known as Xiong Shu Min (Ms. Hung)

Aged 50, Ms. Hung was appointed as an executive Director, the Chairman of the Board, the Chief Executive Officer, the Chairman of the Executive Committee and a member of the RQNC on 28 March 2019. Ms. Hung also holds directorships in certain of the subsidiaries of the Company. Ms. Hung invested in securities and real estate in Hong Kong in the 1990s. In 2012, Ms. Hung acquired shares in Crown Landmark Corporation (“ CLC ” and, together with its subsidiaries, the “ Crown Landmark Group ”) and participated in the operations and management of the Crown Landmark Group, which eventually acquired a controlling equity interest in the Company in 2014. Under her management, the Crown Landmark Group expanded its various operations, and Ms. Hung accumulated years of experience in operating a business conglomerate.

Ms. Hung has substantial participation in non-profit and charitable activities. Ms. Hung is currently serving as director of the Crown International Foundation Limited, vice chairperson of the board of governors of the Hong Kong Guangan Development and Promotion Association, and honorary chairperson of the 14th term board of governors of the Hong Kong Alumni Association of Huaqiao University. Ms. Hung was a director of each of the 38th term and the 39th term board of directors and is currently the vice chairperson of the 40th term board of directors, of Yan Oi Tong.

Ms. Hung has entered into a service agreement with the Company for a term of 3 years commencing on 28 March 2019. Ms. Hung’s position as an executive Director is subject to renewal, retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association and the Listing Rules. Pursuant to Ms. Hung’s service agreement, Ms. Hung is entitled to a director’s remuneration of HK$1,500,000 per annum. Ms. Hung’s emoluments have been approved and will be subject to annual review by the RQNC, with reference to prevailing market conditions and her duties and responsibilities at the Company. Ms. Hung is also entitled to a discretionary bonus and is eligible to participate for awards under the Company’s share option scheme or other incentive schemes as put in place from time to time. Her term of office shall be subject to retirement by rotation and re-election in accordance with the articles of association of the Company and the Corporate Governance Code of the Listing Rules. Ms. Hung, if elected, will enter a service agreement with the Company with effect from the conclusion of the 2019 AGM for a term of 3 years with director fee of HK$1,500,000 per annum.

Ms. Hung is interested in a total of 1,517,314,000 Shares (representing approximately 44.24% of all issued Shares) within the meaning of Part XV of the SFO, through Crown International Corp. Limited and Crown Landmark Corporation, both of which are beneficially owned as to 100% by Ms. Hung.

– 18 –

APPENDIX II

INFORMATION ON THE DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, as at the Latest Practicable Date, Ms. Hung:

• (i) did not hold any directorship in other listed companies during the past three years nor any other position in any member of the Group;

• (ii) did not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company; and

• (iii) did not have any interest in the shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Hung has confirmed that there is no other information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of her re-election.

Mr. MENG Jing Long (Mr. Meng)

Aged 34, Mr. Meng joined the Crown Landmark Group in May 2012 and was appointed as a non-executive Director on 27 May 2014. Mr. Meng was re-designated as an executive Director and a member of each of the Executive Committee and the RQNC on 19 September 2014. Mr. Meng was further appointed as the Chairman and the chairman of the Executive Committee on 31 March 2015. Mr. Meng was the CEO during the period from 31 March 2015 to 6 October 2016. Mr. Meng has ceased to act as the Chairman, the chairman of the Executive Committee, and a member of the RQNC since 28 March 2019. Mr. Meng also holds directorships in certain of the subsidiaries of the Company. He obtained a bachelor’s degree in Business Administration from Jing Qiao University in China.

Mr. Meng has entered into a service agreement with the Company for a term of three years commencing on 1 November 2018. Mr. Meng was entitled to receive a director’s fee of HK$600,000 per annum. The emoluments of Mr. Meng have been approved by the Board, and are subject to an annual review by the RQNC, by reference to the prevailing market conditions and his duties and responsibilities at the Company. His term of office is subject to retirement by rotation and re-election in accordance with the Articles of Association and the Corporate Governance Code of the Listing Rules. Mr. Meng, if elected, will enter a service agreement with the Company with effect from the conclusion of the 2019 AGM for a term of 3 years with director fee of HK$600,000 per annum.

– 19 –

APPENDIX II

INFORMATION ON THE DIRECTORS PROPOSED FOR RE-ELECTION

Before joining the Group, he was a sales manager at a real estate investment company in Beijing. Mr. Meng assisted in land and property development, shopping mall leasing and management and managed the sale and lease of several real estate projects.

Save as disclosed above, as at the Latest Practicable Date, Mr. Meng:

• (i) did not hold any directorship in other listed companies during the past three years nor any other position in any member of the Group;

• (ii) did not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company; and

• (iii) did not have any interest in the shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Meng has confirmed that there is no other information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

Mr. CHEN Fang (Mr. Chen)

Aged 60, Mr. Chen was appointed as an independent non-executive Director on 27 May 2014 and is a member of each of the Audit Committee and the RQNC. Mr. Chen obtained a graduate degree in Technical Economy from Harbin Institute of Technology in China.

Mr. Chen is currently the president of Beijing GZT Network Technology Inc. Mr. Chen has many years of experience in corporate governance as well as enterprise development and restructuring. Mr. Chen has also established a valuable network in the business communities. Mr. Chen was the Dean of the Institute of IT and Social Development Research of the Chongqing Technology and Business University.

– 20 –

APPENDIX II

INFORMATION ON THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chen has entered into a service agreement with the Company for a term of three years commencing on 1 May 2017. Mr. Chen is entitled to receive a director’s fee of HK$200,000 per annum. The emoluments of Mr. Chen have been approved by the Board, and are subject to an annual review by the RQNC, by reference to the prevailing market conditions and his duties and responsibilities at the Company. His term of office is subject to retirement by rotation and reelection in accordance with the Articles of Association and Corporate Governance Code of the Listing Rules. Mr. Chen, if elected, will enter a service agreement with the Company with effect from the conclusion of the 2019 AGM for a term of 3 years with director fee of HK$200,000 per annum.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chen:

• (i) did not hold any directorship in other listed companies during the past three years nor any other position in any member of the Group;

• (ii) did not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company; and

• (iii) did not have any interest in the shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chen has confirmed that there is no other information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

– 21 –

EXPLANATORY STATEMENT ON SHARE BUY-BACK MANDATE

APPENDIX III

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules, which provides the requisite information in connection with the proposed general mandate for buy-back of Shares and also constitutes the memorandum required under the Companies Ordinance.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 3,430,000,000 issued Shares.

Exercise in full of the Share Buy-back Mandate, on the basis that no further Shares are issued or bought back and cancelled between the Latest Practicable Date and the date of the approval of the Share Buy-back Mandate at the 2019 AGM, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 343,000,000 Shares, representing not more than 10% of the issued Shares as at the 2019 AGM date up to (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles of Association or any applicable laws of Hong Kong; or (iii) the date on which the Share Buy-back Mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

2. REASONS FOR BUY-BACK

The Directors believe that the Share Buy-back Mandate is in the best interests of the Company and its Shareholders as a whole. Such buy-back(s) may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value and/or the earnings per Share and will only be made when the Directors believe that such buy-back(s) will benefit the Company and its Shareholders as a whole.

3. FUNDING OF BUY-BACK

In buying back the Shares, the Company may only apply funds entirely from the Company’s available cash flow or working capital facilities which will be funds legally available in accordance with the provisions of the Articles of Association for the time being in force and the laws of Hong Kong for the purpose. It is envisaged that the funds required for any buy-back would be derived from those funds of the Company, legally permitted to be utilised in this connection, including capital paid up on the Shares to be bought back and profits otherwise available for distribution.

– 22 –

EXPLANATORY STATEMENT ON SHARE BUY-BACK MANDATE

APPENDIX III

On the basis of the audited consolidated financial position of the Company as at 31 March 2019 (being the date to which the latest published audited consolidated financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares in issue as at the Latest Practicable Date, the Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company in the event that the Share Buy-back Mandate is to be exercised in full during the proposed buy-back period. No buy-back would be made in the circumstances that would have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate to the Company.

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date are as follows:

	Shares Prices
	Highest	Lowest
	(HK$)	(HK$)
2018
April	1.31	1.18
May	1.27	1.01
June	1.34	0.99
July	1.32	1.16
August	1.32	1.02
September	1.15	1.04
October	1.10	1.03
November	1.07	0.96
December	1.03	0.81
2019
January	0.88	0.425
February	0.59	0.405
March	0.51	0.34
April	0.59	0.385
May	0.40	0.30
June	0.425	0.27
July (up to the Latest Practicable Date)	0.32	0.265

– 23 –

EXPLANATORY STATEMENT ON SHARE BUY-BACK MANDATE

APPENDIX III

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange, so far as the same may be applicable, to exercise the power of the Company to buy back Shares in accordance with the Share Buy-back Mandate, the Listing Rules, the applicable laws of Hong Kong and the regulations set out in the Articles of Association.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have a present intention, if the Share Buy-back Mandate is approved by Shareholders, to sell any Shares to the Company under the Share Buy-back Mandate.

No core connected person has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Share Buy-back Mandate is approved by Shareholders.

6. TAKEOVERS CODE

If, as a result of a buy-back of the Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 24 –

APPENDIX III

EXPLANATORY STATEMENT ON SHARE BUY-BACK MANDATE

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO, the following Shareholders were interested or deemed to be interested in 5% or more of the issued Shares:

				Approximate
				percentage
				of total number
				of issued
			Approximate	Shares if the
		Shares/	percentage of	Share Buy-back
Name of		underlying	total number of	Mandate is
Shareholders	Nature of Interest	Shares	issued Shares3	exercised in full
Crown International	Beneficial owner1	298,332,000	8.70%	9.66%
Corp. Limited (“CIC”)
CLC	Beneficial owner1	1,218,982,000	35.54%	39.49%
Crown Landmark Fund L.P.	Interest in a controlled	1,218,982,000	35.54%	39.49%
(“CLF”)	corporation1
Crown International Fund	Interest in a controlled	1,218,982,000	35.54%	39.49%
Corporation (“CIF”)	corporation1
Redstone Capital Corporation	Interest in controlled	1,517,314,000	44.24%	49.15%
(“Redstone”)	corporations1
HUNG Man (“Ms. Hung”)	Interest in a controlled	1,517,314,000	44.24%	49.15%
	corporation1
Eternal Glory Holdings Limited	Beneficial owner2	902,336,000	26.31%	29.23%
(“Eternal Glory”)
	Interest in a controlled	110,000,000	3.20%	3.55%
	corporation2
Mr. LI Yong Jun (“Mr. Li”)	Interest in a controlled	1,012,336,000	29.51%	32.79%
	corporation2
Ms. LIU Xin Jun (“Ms. Liu”)	Interest in a controlled	1,012,336,000	29.51%	32.79%
	corporation2

– 25 –

APPENDIX III

EXPLANATORY STATEMENT ON SHARE BUY-BACK MANDATE

Note:

1. CIC beneficially owned 298,332,000 Shares and is a wholly-owned subsidiary of Redstone. CLC beneficially owned 1,218,982,000 Shares, and is a wholly-owned subsidiary of CLF, which is in turn wholly-owned by CIF, a wholly owned subsidiary of Redstone. Redstone is solely owned by Ms. Hung. Thus, each of CLF and CIF are deemed to be interested in the Shares owned by CLC, Redstone is deemed to be interested in Shares owned by CIC and Share interested by CLC and Ms. Hung is deemed to be interested in the Shares interested by Redstone.

2. Rising Century Limited beneficially owned 110,000,000 Shares and is a wholly-owned subsidiary of Eternal Glory, which in turn owned as to 50% by Mr. Li and 50% by Ms. Liu. Therefore, Eternal Glory was deemed to be interested in the Shares held by Rising Century Limited, and Mr. Li and Ms. Liu was deemed to be interested in Shares held by each of Rising Century limited and Eternal Glory.

3. The percentage has been arrived at based on the total number of shares of the Company in issue as at 31 March 2019 (i.e. 3,430,000,000 Shares).

In the event that the Directors exercise in full the proposed Share Buy-back Mandate, the total interests of the above Shareholders would be increased to the respective percentages shown in the last column of the above table (assuming their shareholdings remain the same).

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, and assuming that there is no change in the shareholdings since the Latest Practicable Date, the increase in shareholding of Ms. Hung or Mr. Li (as the case may be), and parties acting in concert with him/her, in the Company may give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. Further, the requirement under Rule 8.08 of the Listing Rules, that at least 25% of all Shares then in issue must be held by the public, would be contravened.

Save as aforesaid, the Board is not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the Share Buy-back Mandate.

In any event, the Directors have no present intention to exercise the power to repurchase Shares pursuant to the Share Buy-back Mandate to such an extent as would result in the number of Shares being held by the public falling below the relevant minimum prescribed percentage of 25% of all Shares then in issue.

7. BUY-BACK OF SHARES MADE BY THE COMPANY

No buy-backs of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 26 –

2019 AGM NOTICE

==> picture [78 x 87] intentionally omitted <==

Crown International Corporation Limited

(Incorporated in Hong Kong with limited liability) (Stock code: 727)

NOTICE OF THE 2019 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 annual general meeting (the “ 2019 AGM ”) of the shareholders (the “ Shareholders ”) of Crown International Corporation Limited (the “ Company ”) will be held at Regus Conference Center, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Monday, 9 September 2019 at 11:00 a.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “ Directors ”) and the independent auditor of the Company for the year ended 31 March 2019.

2. To re-elect the retiring Directors, each as a separate resolution:

3. (I) To re-elect Ms. HUNG Man as an executive Director.

4. (II) To re-elect Mr. MENG Jin Long as an executive Director.

5. (III) To re-elect Mr. CHEN Fang as an independent non-executive Director.

6. To re-appoint BDO Limited as the independent auditor of the Company and to authorize the board of Directors (the “ Board ”) to fix its remuneration.

– 27 –

2019 AGM NOTICE

As special businesses, to consider and, if thought fit, to pass with or without amendments the following ordinary resolutions:

1. (I) “ THAT :

2. (a) a general mandate be and is hereby unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional ordinary shares in the Company (the “ Shares ”) and to make or grant offers, agreements, options or warrants which would or might require the exercise of such powers either during or after the Relevant Period, not exceeding 686,000,000 Shares, being 20% of the aggregate number of the issued Shares as at the date of this resolution, otherwise than any Shares which may be issued pursuant to the following events:

   • (i) a Rights Issue (as hereinafter defined);

   • (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors and employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares;

   • (iii) any scrip dividend or similar arrangement in accordance with the articles of association of the Company (the “ Articles of Association ”); or

   • (iv) upon the exercise of the subscription rights attaching to any warrants issued by the Company; and

3. (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;

– 28 –

2019 AGM NOTICE

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of Hong Kong to be held; and

• (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.

“ Rights Issue ” means an offer of Shares open for a period fixed by the Directors to the Shareholders or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion 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).”

• (II) “ THAT :

• (a) a general mandate be and is hereby unconditionally granted to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to buy back the Shares in accordance with all applicable laws and the requirements of the Rules (the “ Listing Rules ”) Governing the Listing of Securities 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 of Hong Kong (the “ Commission ”) and the Stock Exchange under The Code on Share Buy-backs issued by the Commission for this purpose, provided that the aggregate number of Shares to be bought back pursuant to the approval in this paragraph shall not exceed 343,000,000 Shares, being 10% of the aggregate number of issued Shares as at the date of this resolution; and

– 29 –

2019 AGM NOTICE

• (b) for the purposes of this resolution:

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

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

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of Hong Kong to be held; and

  - (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.”

• (III) “ THAT conditional upon the passing of resolutions numbered 4(I) and 4(II) set out in the notice of annual general meeting of the Company of which this resolution forms part, the aggregate number of the Shares which may be bought back by the Company pursuant to the said resolution numbered 4(II) shall be added to the aggregate number of the Shares which may be issued pursuant to the said resolution numbered 4(I) provided that such amount shall not exceed 10% of the aggregate number of issued Shares as at the date of passing this resolution.”

• “ THAT the Board be authorised to fix the Directors’ remunerations for the year ending 31 March 2020.”

– 30 –

2019 AGM NOTICE

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

“ THAT subject to and conditional upon the Stock Exchange granting approval for the listing of, and permission to deal in, such number of Shares which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the refreshed Scheme Mandate Limit (defined below) pursuant to the share option scheme adopted by the Company on 25 September 2015 (the “ Share Option Scheme ”), approval be and is hereby granted for refreshing the existing scheme mandate limit (the “ Scheme Mandate Limit ”) in respect of the granting of options under the Share Option Scheme provided that the total number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option scheme of the Company (or its subsidiaries) under the limit as refreshed hereby must not exceed 10% of the total number of Shares in issue as at the date on which this resolution is passed (options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or any other share option scheme of the Company shall be disregarded for the purpose of calculating the refreshed Scheme Mandate Limit), and any Director of the Company be and is hereby authorised to (i) at their absolute discretion, grant options to subscribe for Shares within the refreshed Scheme Mandate Limit in accordance with the rules of the Share Option Scheme; and (ii) allot, issue and deal with Shares pursuant to the exercise of options granted under the Share Option Scheme within the refreshed Scheme Mandate Limit.”

By order of the Board Crown International Corporation Limited HUNG Man Chairman

Hong Kong, 2 August 2019

Registered Office:

Suite 902, 9th Floor Central Plaza 18 Harbour Road Wanchai, Hong Kong

– 31 –

2019 AGM NOTICE

Notes:

• (1) Any Shareholder entitled to attend and vote at the 2019 AGM convened by this notice or at its adjournment (as the case maybe) shall be entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provision of the Articles of Association. A proxy need not be a Shareholder but must attend the 2019 AGM or its adjournment (as the case maybe) in person to represent you.

If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.

• (2) In order to be valid, the form of proxy, duly executed, and the power of attorney or other authority, if any, under which it is signed or an office copy or a notarially certified copy thereof, must be deposited at the office of the Company’s share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event, not later than 48 hours before the time appointed for holding the 2019 AGM or its adjournment (as the case may be) (excluding any public holiday in Hong Kong).

• (3) A circular containing further information concerning the proposals for the adoption of the audited consolidated financial statements, the re-election of retiring Directors, the re-appointment of the Independent Auditor and the authorisation to fix its remuneration, the granting of the Share Issue Mandate and the Share Buy-back Mandate, the extension of the Share Issue Mandate, the authorisation to fix the Directors’ remunerations and the refreshment of the existing scheme mandate limited under the Share Option Scheme will be sent to Shareholders.

• (4) Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the 2019 AGM or its adjourned meeting, if he/she/it so wishes. If such Shareholder attends the 2019 AGM, his/her/ its form of proxy will be deemed to have been revoked.

• (5) For determining Shareholders’ entitlement to attend and vote at the 2019 AGM, the register of members of the Company will be closed from Wednesday, 4 September 2019 to Monday, 9 September 2019, both days inclusive. During this period, no transfer of Shares will be registered. In order to be eligible to attend and vote at the 2019 AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 3 September 2019.

• (6) (a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. and 5:00 p.m. on the date of the 2019 AGM, the 2019 AGM will be postponed and Shareholders will be informed of the date, time and venue of the postponed 2019 AGM by a supplemental notice posted on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.

– 32 –

2019 AGM NOTICE

• (b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled 3 hours before the time for holding of the 2019 AGM and where conditions permit, the 2019 AGM will be held as scheduled.

• (c) The 2019 AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

• (d) After considering their own situations, Shareholders should decide on their own whether or not they would attend the 2019 AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

• (7) The Chinese version of the notice is for reference only. Should there be any discrepancies, the English version will prevail.

As at the date hereof, the Board comprises four executive Directors, namely Ms. HUNG Man (Chairman and Chief Executive Officer), Mr. LI Yong Jun (Vice Chairman), Mr. LIU Hong Shen (Vice Chairman) and Mr. MENG Jin Long; and three independent non-executive Directors, namely Mr. LONG Tao, Mr. REN Guo Hua and Mr. CHEN Fang.

– 33 –