B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2021

Mar 16, 2021

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 registered dealer 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 (the “ Company “ ）, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or the transferee or the bank, stockbroker 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.

==> picture [86 x 97] intentionally omitted <==

Crown International Corporation Limited

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

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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

A notice convening the EGM of the Company to be held at Regus Conference Center, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 1 April 2021 at 11:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for the EGM is enclosed with this circular. If you do not intend to attend the EGM but wish to exercise your rights as a Shareholder, you are requested to complete the form of proxy and return the same to the Company’s share registrar, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING To safeguard the health and safety of Shareholders and to prevent the spreading of the novel coronavirus pandemic, the following precautionary measures will be implemented at the Extraordinary General Meeting of the Company: (1) Compulsory temperature checks (2) Wearing of face mask (3) No provision of corporate gift and refreshments or drinks Attendees who do not comply with the precautionary measures referred to in (1) to (2) above or is subject to any Hong Kong Government prescribed quarantine measures may be denied entry to the Extraordinary General Meeting venue, at the absolute discretion of the Company as permitted by law. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Extraordinary General Meeting by appointing the chairman of the Extraordinary General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Extraordinary General Meeting in person.

16 March 2021

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

This circular is prepared in both English and Chinese. In the event of inconsistency, the English text of the circular shall prevail over the Chinese text.

– i –

DEFINITIONS

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

“Board”

the board of the Directors

• “Change of Company Name”

the proposed change of the name of the Company from “ Crown International Corporation Limited 皇冠環球集 團有限公司” to “ Grandlife Healthcare Holdings Limited 宏大健康控股有限公司”

“Company” Crown International Corporation Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed and traded on the main board of the Stock Exchange (Stock Code: 727)

“Director(s)”

the director(s) of the Company

• “EGM” or “Extraordinary General Meeting”

the extraordinary general meeting of the Company to be held at Regus Conference Center, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 1 April 2021 at 11:00 a.m. for the Shareholders to consider and, if thought fit, approve the Change of Company Name

“Group”

the Company and its subsidiaries

“Hong Kong”

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

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

“New Chinese Name”

宏大健康控股有限公司

“New English Name”

Grandlife Healthcare Holdings Limited

• “New Names”

“Share(s)”

the New English Name and New Chinese Name of the Company ordinary share(s) of the Company

“Shareholder(s)”

holder(s) of the Share(s) from time to time

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

==> picture [86 x 97] intentionally omitted <==

Crown International Corporation Limited

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

Executive Directors:

Ms. Hung Man (Chairman & 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 Mr. Wong Siu Hung, Patrick

16 March 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 27 November 2020 in relation to, among other things, the proposed Change of Company Name. The purpose of this circular is to provide you with information in respect of the special resolution to be proposed at the EGM to approve the Change of Company Name.

– 2 –

LETTER FROM THE BOARD

The notice setting out the details of the special resolution to be proposed at the EGM is set out on pages EGM-1 to EGM-3 of this circular.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name and Chinese name of the Company from “Crown International Corporation Limited 皇冠環球集團有限公司” to “Grandlife Healthcare Holdings Limited 宏大健康控股有限公司”.

Conditions of the Change of Company Name

The Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders at the EGM approving the Change of Company Name; and

• (ii) the Companies Registry in Hong Kong approving the New Names and issuing a certificate of change of name.

Assuming satisfaction of the above conditions, the Change of Company Name will take effect from the date on which the certificate of change of name is issued by the Companies Registry in Hong Kong.

Reason for the Change of Company Name

The Board considers that the proposed New Names will better reflect the focus of the Group’s future business development in comprehensive healthcare business. The Board is of the opinion that the Change of Company Name will benefit the Company’s future business development with a more appropriate corporate image and identity and is in the best interests of the Company and the Shareholders as a whole.

Effect of the Change of Company Name

The proposed Change of Company Name will not, of itself, affect any of the rights of the holders of securities of the Company. All existing certificates of securities of the Company in issue bearing the existing name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of legal title to such securities and will continue to be valid for trading, settlement, registration and delivery purposes. Any new certificates of the securities of the Company issued after the Change of Company Name has become effective will bear the New Names and the securities of the Company will be traded on the Stock Exchange in the New Names.

– 3 –

LETTER FROM THE BOARD

In addition, subject to the confirmation from the Stock Exchange, the English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange will also be changed after the Change of Company Name becomes effective.

Free Exchange of new share certificates

The commencement of free exchange of share certificates will be subject to the Change of Company Name becoming effective. Within 1 month from the date on which the Change of the Company Name becoming effective and the Shares be traded under the new stock short name on the Stock Exchange, Shareholders may submit their existing share certificates to the Company’s share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for free exchange for new share certificates bearing the New Names. Thereafter, existing share certificates will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new share certificate. It is expected that the new share certificates will be available for collection from the share registrar by the Shareholders within 10 business days after delivery of the existing share certificates to the share registrar for the purpose of exchange.

The Company will make further announcement(s) on the result of the special resolution in relation to the Change of Company Name, the effective date of the Change of Company Name, the period for the free exchange for new share certificates, and the consequential change of the stock short names for trading in the securities of the Company promptly after the Change of Company Name becoming effective.

EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular. At the EGM, a special resolution will be proposed to consider and, if thought fit, approve the Change of Company Name.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Change of Company Name and no Shareholder is required to abstain from voting on the special resolution to approve the Change of Company Name at the EGM.

– 4 –

LETTER FROM THE BOARD

A form of proxy for use at the EGM 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 less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should he/she/it so wishes.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the special resolution proposed at the EGM shall be voted 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.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 29 March 2021 to Thursday, 1 April 2021, both days inclusive, for the purpose of ascertaining Shareholders’ entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, 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, not later than 4:30 p.m. on Friday, 26 March 2021.

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 misleading.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed Change of Company Name is in the best interests of the Company and the Shareholders, and, therefore, recommend the Shareholders to vote in favour of the special resolution as set out in the notice of the EGM on pages EGM-1 to EGM-3 of this circular.

Yours faithfully,

By Order of the Board Crown International Corporation Limited Hung Man

Chairman

– 6 –

NOTICE OF EGM

==> picture [86 x 97] intentionally omitted <==

Crown International Corporation Limited

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the members 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 Thursday, 1 April 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT , subject to the approval of the Hong Kong Companies Registry, the English name and the Chinese name of the Company be changed from “Crown International Corporation Limited 皇冠環球集團有限公司” to “Grandlife Healthcare Holdings Limited 宏大健康控股有限公司”; and that any of the directors of the Company be and is hereby authorised generally to do all such acts and things and sign or execute all documents or make such arrangements as he/she may, in his/ her absolute discretion, consider necessary or expedient to give effect to such change of name of the Company.”

By Order of the Board Crown International Corporation Limited Hung Man Chairman

Hong Kong, 16 March 2021

EGM – 1

NOTICE OF EGM

Notes:

1. Any member of the Company (the “ Member ”) entitled to attend and vote at the EGM convened by this notice or its adjourned meeting (as the case may be) is entitled to appoint one (or if he/she/it holds two or more ordinary shares in the Company, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the articles of association of the Company. A proxy need not be a Member but must be present in person at the EGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of the ordinary shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited 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, 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 not less than 48 hours before the time for holding the EGM or its adjourned meeting. Completion and return of a form of proxy will not preclude a Member from attending in person and voting at the EGM or any adjournment thereof should he/she/it so wish.

3. In the case of joint holders of any Share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto but if more than one of such joint holders are present at the EGM personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

4. The register of Members will be closed from Monday, 29 March 2021 to Thursday, 1 April 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for attending the forthcoming EGM, 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 Friday, 26 March 2021.

5. In compliance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, voting on the proposed special resolution set out in this notice will be decided by way of a poll.

6. 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 EGM, the EGM will be postponed and Members will be informed of the date, time and venue of the postponed EGM by a supplementary notice posted on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.

   • If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before 8:00 a.m. on the date of the EGM and where conditions permit, the EGM will be held as scheduled.

The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

After considering their own situations, Members should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

EGM – 2

NOTICE OF EGM

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the novel coronavirus pandemic, the following precautionary measures will be implemented at the Extraordinary General Meeting of the Company:

• (1) Compulsory temperature checks

• (2) Wearing of face mask

• (3) No provision of corporate gift and refreshments or drinks

Attendees who do not comply with the precautionary measures referred to in (1) to (2) above or is subject to any Hong Kong Government prescribed quarantine measures may be denied entry to the Extraordinary General Meeting venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Extraordinary General Meeting by appointing the chairman of the Extraordinary General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Extraordinary General Meeting in person.

As at the date of this announcement, the Board comprises four executive Directors, namely Ms. Hung Man, Mr. Li Yong Jun, Mr. Liu Hong Shen and Mr. Meng Jin Long; and four independent non-executive Directors, namely Mr. Long Tao, Mr. Ren Guo Hua, Mr. Chen Fang, and Mr. Wong Siu Hung, Patrick.

EGM – 3