Cathay Pacific Airways Limited — Proxy Solicitation & Information Statement 2017

Apr 12, 2017

THIS DOCUMENT 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 IDT International Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to 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.

IDT INTERNATIONAL LIMITED 萬威國際有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 167)

(1) PROPOSAL FOR GENERAL MANDATES TO ALLOT AND ISSUE SHARES AND TO REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS;

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of IDT International Limited (the “ AGM ”) to be held on Friday, May 19, 2017 at 11:00 a.m. at Orchid Room, 4/F., Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong is appended to this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and the Company (www.idthk.com).

Whether or not you are able to attend the AGM in person, you are requested to complete and return the accompanying form of proxy enclosed with this circular in accordance with the instructions printed thereon and deposit the same to the Company’s branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

* For identification purpose only

April 13, 2017

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	General mandates to allot and issue shares . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
−	Book Closure Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
–	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
**Appendix **	II – Details of Directors Proposed to be Re-elected . . . . . . . . . . . . . .	10
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “AGM”

the annual general meeting of the Company to be convened and held at Orchid Room, 4/F., Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong on May 19, 2017 (Friday) at 11:00 a.m., the notice of which is appended to this circular;

• “Board”

the board of Directors;

• “Bye-law(s)”

the bye-law(s) of the Company;

• “Company”

IDT International Limited, a limited company incorporated in Bermuda with its shares listed on the Stock Exchange;

• “Directors”

the director(s) of the Company;

• “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;

• “Issue Mandate”

A general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM;

• “Latest Practicable Date”

April 10, 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

• “Listing Rules”

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

• “Repurchase Mandate”

a general and unconditional mandate to the Directors to repurchase shares of the Company the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM;

– 1 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company; “Shareholder(s)” holder(s) of the Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” The Hong Kong Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time; and “%” per cent.

– 2 –

LETTER FROM THE BOARD

IDT INTERNATIONAL LIMITED 萬威國際有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 167)

Executive Director:

Foo Piau Phang (Chairman and Chief Executive Officer)

Non-executive Directors: Xin Kexia Song Rongrong Jing Tian Qi Miao Shi Changyun

Independent Non-Executive Directors: Yang Xiongsheng Zhao Yuhong Li Quan Duh Jia-Bin

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business in Hong Kong: Block C, 9th Floor Kaiser Estate 41 Man Yue Street Hunghom, Kowloon Hong Kong

April 13, 2017

To the Shareholders, and, for information only, holders of options

Dear Sir or Madam,

(1) PROPOSAL FOR GENERAL MANDATES TO ALLOT AND ISSUE SHARES AND TO REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the forthcoming AGM for the approval of (i) the granting of the Issue Mandate and the Repurchase Mandate and (ii) the proposed re-election of Directors.

This circular also provides the notice of AGM for the purpose of considering, and, if thought fit, passing, among others, the abovementioned resolutions.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ALLOT AND ISSUE SHARES

At the last annual general meeting of the Company held on May 25, 2016, ordinary resolutions were passed by the then Shareholders granting the Directors the mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company on May 25, 2016. The existing issue mandate will expire at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company, amounting to 519,998,617 Shares as at the date of passing such resolution, assuming that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolutions at the AGM.

The Issue Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Bye-laws, or any other applicable laws of Bermuda; or (iii) the date upon which such authority is revoked or varied by ordinary resolution of the Shareholders in a general meeting of the Company.

3. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on May 25, 2016, an ordinary resolution was passed by the then Shareholders granting the Directors the mandate to make Share repurchases (within the meaning of the Takeovers Code) of up to 10% of the issued share capital of the Company as at on May 25, 2016. The existing repurchase mandate will expire at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors a mandate to make Shares repurchase up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution, amounting to 259,999,308 Shares, as at the date of passing such resolution, assuming that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution at the AGM.

The Repurchase Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Bye-laws, or any applicable laws of Bermuda; or (iii) the date upon which such authority is revoked or varied by ordinary resolution of the Shareholders in a general meeting of the Company.

Under the Listing Rules, the Company is required to give to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

4. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with the Listing Rules and Bye-Law 89 of the Company’s Bye-Laws, any Director appointed as an additional Director or to fill a casual vacancy shall hold office only until the next following annual general meeting of the Company and shall be eligible for re-election but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. On December 6, 2016, Mr. Jing Tian, who has been appointed as Director will retire and offer himself for re-election at the AGM.

In accordance with the Listing Rules and Bye-Law 97 of the Company’s Bye-Laws, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, the number nearest to but not less than one-third, shall retire from office. Accordingly, Mr. Foo Piau Phang, Ms. Zhao Yuhong, Mr. Duh Jia-Bin, will retire by rotation at the AGM and, being eligible, offer themselves for re-election.

Details of the above Directors are set out in Appendix II to this circular. Separate resolutions will be proposed for the re-election of the Directors.

5. AGM

The notice convening the AGM and a form of proxy are appended to this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s 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 AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

6. BOOK CLOSURE PERIOD

For the purpose of ascertaining the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, May 16, 2017 to Friday, May 19, 2017 (both days inclusive), during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the AGM, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar, Union Registrars Limited at Suites 3301-04, 33/ F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Monday, May 15, 2017.

– 5 –

LETTER FROM THE BOARD

7. VOTING BY POLL

Pursuant to Rule 13.39 of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. At the AGM, the chairman of the AGM will demand a poll for each and every proposed resolution, except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted or by a show of hands.

8. RECOMMENDATION

The Directors consider that the granting of the Issue Mandate and the Repurchase Mandate and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the proposed resolutions at the AGM.

9. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, For and on behalf of the Board of IDT International Limited Foo Piau Phang Chairman

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

The following explanatory statement contains all the information required pursuant to Rule 10.06 of the Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the forthcoming AGM authorising the Repurchase Mandate and to enable all Shareholders to make an informed decision whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$259,999,308.80 comprising 2,599,993,088 Shares. No Options remained outstanding and exercisable prior to the AGM.

Subject to the passing of the relevant ordinary resolution to approve the Repurchase Mandate and that no further Shares are issued or repurchased and no subscription rights of the Options are exercised prior to the AGM, exercise in full of the Repurchase Mandate would result in the repurchase by the Company of a maximum of 259,999,308 Shares during the period ending on the earliest of the date of the next annual general meeting following the AGM, the date by which the next annual general meeting following the AGM of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

Notwithstanding that the Directors have no present intention to repurchase any Shares, the Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per share of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws and all applicable laws of Bermuda.

There might be material adverse impact on the working capital or gearing position of the Company as compared with the financial position of the Company as at December 31, 2016 (being the date to which the latest audited financial statements of the Company were made up) in the event that the Repurchase Mandate is carried out in full during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an 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.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

During each of the previous twelve calendar months immediately preceding the Latest Practicable Date, the highest and lowest prices at which the Shares had been traded on the Stock Exchange were as follows:

	Share
	Highest	Lowest
	HK$	HK$
2016
April	0.285	0.243
May	0.265	0.233
June	0.345	0.231
July	0.395	0.290
August	0.345	0.270
September	0.300	0.255
October	0.310	0.290
November	0.315	0.255
December	0.275	0.245
2017
January	0.270	0.241
February	0.250	0.235
March	0.295	0.236
April (up to and including the Latest Practicable Date)	0.275	0.270

5. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate in the event that such mandate is approved by Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have any present intention to sell any Shares to the Company or its subsidiaries, or have undertaken not to do so in the event that the Repurchase Mandate is approved by Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases of its Shares pursuant to the Repurchase Mandate and in accordance with the Listing Rules, all applicable laws of Bermuda, and Bye-laws.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

7. EFFECT OF THE TAKEOVERS CODE

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

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following Shareholders have beneficial interests representing 5% or more of the issued share capital of the Company within the meaning of Part XV of the SFO.

	Number of	Before	After
Name of Shareholders	Shares held	repurchase	repurchase
Jiangsu Hongtu High Technology Co.,
Ltd.	1,310,896,765	50.42%	56.02%
Jiangsu Hongtu High Technology
(Hong Kong) Co. Limited	1,310,896,765	50.42%	56.02%
Hongtu High Technology Int’l Inc.	1,310,896,765	50.42%	56.02%
Chan Pau Shiu Yeng, Shirley	130,412,067	5.02%	5.57%
Raymond Chan	130,412,067	5.02%	5.57%

In the event that the Repurchase Mandate is exercised in full and given that the Repurchase Mandate has been approved by the Shareholders, the interests of the above Shareholders will be increased to approximately the respective percentage shown in the last column above. On the basis of the shareholding held by the Shareholders named above, an exercise of the Repurchase Mandate in full will not give rise to an obligation on them to make a mandatory offer under Rule 26 of the Takeovers Code.

8. SHARES REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six-month period immediately preceding the Latest Practicable Date.

– 9 –

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Details of the Directors who are proposed to be re-elected at the AGM are set out below:

EXECUTIVE DIRECTOR

Mr. Foo Piau Phang (“Mr. Foo”) , aged 55, chairman, chief executive officer and executive Director, the Chairman of Nomination and Corporate Governance Committee, a member of the Executive Committee of the Board, was appointed as an executive Director on April 1, 2015 and was appointed as chief executive officer on March 1, 2017. Mr. Foo is the Senior Vice President of Sanpower Group. Mr. Foo is the Senior Vice President of Sanpower Group. Prior to joining Sanpower Group, Mr. Foo served at Hewlett-Packard as the Senior Vice President and Regional Managing Director for Asia Pacific & Japan. Before that, Mr. Foo had experience in a variety of roles, such as President and Chief Executive Officer at Hasee Group Ltd., President at Dell Inc. (China), Managing Director at Gateway Inc. (China) and Production Engineer at General Motors (Singapore).

Mr. Foo has entered into a service agreement with the Company for an initial term of three years commencing from April 1, 2015 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Foo will not be entitled to an annual salary.

Save as disclosed above, as at the Latest Practicable Date, Mr. Foo did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Foo does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Mr. Foo which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Zhao Yuhong (“Ms. Zhao”) , aged 49, was appointed as independent non-executive Director, the chairman of the Remuneration Committee and a member of the Audit Committee on August 26, 2015. Ms. Zhao is a Managing Partner at Bohai Harvest RST (Shanghai) Equity Investment Fund Management Co., Ltd. Ms. Zhao has spent her career working for a number of international and Chinese investment banks. Her previous positions include Managing Director in Investment Banking at BOC International, Managing Director in Investment Banking at CLSA Asia Pacific Markets, Executive Director in China Investment Banking at JPMorgan Securities, Director in China Investment Banking at Credit Suisse. Ms. Zhao obtained an MBA degree from York University (Canada), a Master of Arts degree from University of Western Ontario (Canada) and a Bachelor of Arts degree from Dalian University of Technology (China).

– 10 –

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Ms. Zhao has entered into a service agreement with the Company for an initial term of three years commencing from August 26, 2015 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Ms. Zhao is entitled to an annual salary of HK$200,000.

Save as disclosed above, as at the Latest Practicable Date, Ms. Zhao did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Ms. Zhao does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Ms. Zhao which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to her re-election that need to be brought to the attention of the Shareholders.

Mr. Duh Jia-Bin (“Mr. Duh”) , aged 59, was appointed as independent non-executive Director and a member of the Remuneration Committee and the Nomination and Corporate Governance Committee on August 26, 2015. Mr. Duh is an angel investor in technology and telecom related start-ups, and has active participation in several companies and funds in US, Asia and China. From 1998-2006, Mr. Duh served as Vice President of Cisco Inc. and President of Cisco China. Mr. Duh was the President of Microsoft China during the period from 1993 to 1998. He also served at Hewlett-Packard for over 10 years and held a variety of managerial positions in sales, marketing and engineering. Mr. Duh is a graduate of the National Chiao Tung University with a bachelor’s degree in engineering and holds an Executive MBA jointly offered by Kellogg School of Management of Northwestern University and Hong Kong University of Science and Technology (Kellogg-HKUST). He is the Chairman of the advisory board of New York University and Nanjing University’s joint institute.

Mr. Duh has entered into a service contract with the Company for an initial term of three years commencing from August 26, 2015 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Duh is entitled to an annual salary of HK$200,000.

Save as disclosed above, as at the Latest Practicable Date, Mr. Duh did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Duh does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

– 11 –

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Mr. Duh which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

NON-EXECUTIVE DIRECTOR

Mr. Jing Tian (“Mr. Jing”) , aged 42, was appointed as a non-executive Director of the Company on December 6, 2016. Mr. Jing is the Executive Vice President of Sanpower Group and is mainly responsible for operation of Investment and M&A Financial Management Centre, market value planning and investor relations for overseas listco. Formerly, Mr. Jing served as a senior executive of COSCO group, a key conglomerate specialized in global shipping, logistics and terminal operations. From 2011-2015, Mr. Jing worked as the Deputy General Manager of China COSCO Holdings Co Ltd and was responsible for assets operations, corporate governance and investor relations. Prior to joining Sanpower Group, he was the Group Vice-president of Xinyuan Real Estates Co Ltd. Mr. Jing has many years of experience in cross-border investments, M&A, investor relations and corporate governance. Mr. Jing is holding a Master’s degree of Business Administration from NSD of Peking University and a Master’s degree of Finance from the Business School of Fordham University in New York.

Mr. Jing has entered into a service agreement with the Company for an initial term of three years commencing from December 6, 2016 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Jing will not be entitled to an annual salary. Save as disclosed above, as at the Latest Practicable Date, Mr. Jing did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Song does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Mr. Jing which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

IDT INTERNATIONAL LIMITED 萬威國際有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 167)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at Orchid Room, 4/F., Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong on May19, 2017 (Friday) at 11:00 a.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the audited financial statements and the reports of the directors (the “ Directors ”) and the auditors for the nine months ended December 31, 2016.

2. To re-elect the following directors and authorise the board of directors of the Company to fix the remuneration of directors:

3. (a) Mr. Foo Piau Phang;

4. (b) Ms. Zhao Yuhong;

5. (c) Mr. Duh Jia-Bin; and

6. (d) Mr. Jing Tian

7. To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and authorise the board of directors to fix their remuneration.

SPECIAL BUSINESS

As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company with or without modifications:

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make, issue or grant offers, agreements, options and other rights, or issue warrants and other securities including bonds, debentures,

* For identification purpose only

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

and notes convertible into shares of the Company, which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and other rights, or issue warrants and other securities including bonds, debentures, and notes convertible into shares of the Company, which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of the subscription rights granted under the share option scheme of the Company; or (iii) an issue of shares as scrip dividends pursuant to the Bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) 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 its Bye-laws or any applicable laws of Bermuda to be held; and

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

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

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares in the capital of the Company subject to and in accordance with all other applicable laws in this regard, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the shares of the Company which may be purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, and the said approval shall be limited accordingly; and

4. (c) 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 its Bye-laws or any applicable laws of Bermuda to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT conditional upon the passing of resolutions (4) and (5) above, the exercise by the directors of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company in accordance with the general mandate granted pursuant to resolution (4) is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares of the Company that are repurchased by the Company under the authority granted pursuant to resolution (5), provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution.”

By Order of the Board IDT International Limited Foo Piau Phang Chairman

Hong Kong, April 13, 2017

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more than one proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. To be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged with the Company’s branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the appointed time for holding the annual general meeting or any adjournment thereof.

2. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

3. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above annual general meeting, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

4. A circular containing the information regarding, inter alia, the directors proposed to be re-elected and the general mandates to issue and repurchase shares of the Company will be dispatched to the shareholders of the Company together with the annual report of the Company for the year ended December 31, 2016.

5. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the annual general meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.idthk.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

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