Crystal International Group Limited — Proxy Solicitation & Information Statement 2024

Apr 29, 2024

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Bermuda with limited liability and

registered by way of continuation in the Cayman Islands)

(Stock code: 2232)

PROPOSED DECLARATION OF FINAL DIVIDEND, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Crystal International Group Limited to be held at 5/F., AXA Tower, Landmark East, No. 100 How Ming Street, Kowloon, Hong Kong on Monday, 3 June 2024 at 11:30 a.m. is set out on pages 26 to 31 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.crystalgroup.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 11:30 a.m. on Saturday, 1 June 2024) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

• For identification purposes only

• References to time and dates in this circular are to Hong Kong time and dates

30 April 2024

CONTENTS

			Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	4
2.	Proposed Declaration of Final Dividend . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	5
3.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	5
4.	Proposed Granting of General Mandate to Repurchase Shares	. . . . . . . . . . . . . . .	6
5.	Proposed Granting of General Mandate to Issue Shares . . . . . .	. . . . . . . . . . . . . . .	6
6.	Proposed Amendments to the Second Amended and
	MRestated Memorandum and Articles of Association and
	Adoption of the Third Amended and Restated Memorandum and
	Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	7
7.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . .	. . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	8
Appendix I	– Details of the Retiring Directors Proposed to be
	Re-elected at the Annual General Meeting . . . . . .	. . . . . . . . . . . . . . .	9
Appendix II – Details of the Proposed Amendments to the
	Second Amended and Restated Memorandum and
	Articles of Association . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .	17
Appendix III – Explanatory Statement on the Share Buy-back Mandate . . . . . . . . . . .			23
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . .	26

– i –

DEFINITIONS

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

‘‘Annual General Meeting’’

the annual general meeting of the Company to be held at 5/F., AXA Tower, Landmark East, No. 100 How Ming Street, Kowloon, Hong Kong on Monday, 3 June 2024 at 11:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 26 to 31 of this circular, or any adjournment thereof

• ‘‘Articles’’ or ‘‘Articles of Association’’

the second amended and restated articles of association of the Company, adopted by special resolution passed on 7 June 2023

• ‘‘Board’’

• the board of Directors of the Company

• ‘‘Company’’

Crystal International Group Limited, a company incorporated in Bermuda with limited liability and registered by way of continuation in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’

• the director(s) of the Company

• ‘‘Group’’ or ‘‘our’’

• 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

• ‘‘Issuance Mandate’’

a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares not exceeding 20% of the total number of issued shares of the Company at the date of the passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 26 to 31 of this circular

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘Memorandum’’ or ‘‘Memorandum of Association’’

• ‘‘Proposed Amendments’’

• ‘‘Second Amended and Restated Memorandum and Articles of Association’’

• ‘‘SFO’’

‘‘Share(s)’’

• ‘‘Share Buy-back Mandate’’

• ‘‘Shareholder(s)’’

• ‘‘Stock Exchange’’

• 16 April 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular as amended from time to time

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• the second amended and restated memorandum of association of the Company, adopted by special resolution passed on 7 June 2023

the proposed amendments to the Second Amended and Restated Memorandum and Articles of Association set out in Appendix II to this circular

• collectively, the Memorandum of Association and the Articles of Association

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

• ordinary share(s) of HK$0.01 each in the issued capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued shares of the Company at the date of the passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 26 to 31 of this circular

• holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

• ‘‘Takeovers Code’’

The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission as amended, supplemented or otherwise modified from time to time

• ‘‘Third Amended and Restated the third amended and restated memorandum and articles Memorandum and Articles of of association of the Company incorporating and Association’’ consolidating all the Proposed Amendments

– 3 –

LETTER FROM THE BOARD

*

(Incorporated in Bermuda with limited liability and registered by way of continuation in the Cayman Islands)

(Stock code: 2232)

Executive Directors: Mr. LO Lok Fung Kenneth (Chairman) Mrs. LO CHOY Yuk Ching Yvonne (Vice Chairman) Mr. LO Ching Leung Andrew (Chief Executive Officer) Mr. WONG Sing Wah Mr. LO Howard Ching Ho

Registered Office: Ugland House P.O. Box 309 Grand Cayman, KY1-1104 Cayman Islands

Non-executive Directors: Mr. WONG Chi Fai Mr. LEE Kean Phi Mark

Independent Non-executive Directors: Mr. CHANG George Ka Ki Mr. MAK Wing Sum Alvin Mr. WONG Siu Kee Mrs. MAK TANG Pik Yee Agnes, MH, JP

Headquarters and Principal Place of Business in Hong Kong: 5-7/F., AXA Tower Landmark East No. 100 How Ming Street Kowloon, Hong Kong

30 April 2024

To the Shareholders

Dear Sir/Madam,

PROPOSED DECLARATION OF FINAL DIVIDEND, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Monday, 3 June 2024.

• For identification purposes only

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LETTER FROM THE BOARD

2. PROPOSED DECLARATION OF FINAL DIVIDEND

As stated in the Company’s announcement dated 21 March 2024, the Board recommends the payment of a final dividend of HK13.0 cents per Share for the year ended 31 December 2023. Subject to the approval of the Shareholders at the Annual General Meeting, the proposed final dividend is expected to be paid on Friday, 5 July 2024 to the Shareholders whose names are on the register of members of the Company on Tuesday, 25 June 2024.

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 16.18 of the Articles of Association, at every 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, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.

Accordingly, pursuant to Article 16.18 of the Articles of Association, Mrs. LO CHOY Yuk Ching Yvonne, Mr. LO Ching Leung Andrew, Mr. WONG Sing Wah and Mr. CHANG George Ka Ki shall retire from office by rotation at the Annual General Meeting. All of the above retiring directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the retiring Directors, and the skills, experience, professional knowledge, time commitments and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s board diversity policy and the Director’s nomination policy, as well as the Company’s corporate strategies.

Mr. CHANG George Ka Ki, the retiring independent non-executive Director, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. Mr. CHANG George Ka Ki has demonstrated the ability to provide an independent, balanced and objective view to the Company’s matters. The Nomination Committee and the Board thus considered that the retiring independent non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules.

In light of the background and work experience of the retiring Directors, the Nomination Committee and the Board believed that they will continue to bring valuable experience, knowledge and professionalism to the Board for its efficient functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors.

Details of the retiring Directors for re-election are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

4. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 7 June 2023, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares, if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares of the Company at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 26 to 31 of this circular (i.e. a total of 285,282,200 Shares on the basis that the issued share capital of the Company (2,852,822,000 Shares) remains unchanged on the date of the Annual General Meeting). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Buy-back Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix III to this circular.

5. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 7 June 2023, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares, if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares not exceeding 20% of the total number of issued Shares of the Company at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 26 to 31 of this circular (i.e. a total of 570,564,400 Shares on the basis that the issued share capital of the Company (2,852,822,000 Shares) remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

– 6 –

LETTER FROM THE BOARD

6. PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes to amend and restate the Second Amended and Restated Memorandum and Articles of Association pursuant to the Consultation Conclusions on Proposals to Expand the Paperless Listing Regime and Other Rule Amendments published by the Stock Exchange in June 2023. The Listing Rules have been amended which, among others, expand the paperless listing regime and mandate electronic dissemination of corporate communications of listed issuers. As such, the Board proposes to amend the Second Amended and Restated Memorandum and Articles of Association for the purposes of, among others, (i) enhancing practical arrangements to facilitate the Company’s adoption of electronic dissemination of corporate communications, which is mandated under the latest amendments to the Listing Rules; and (ii) incorporating certain housekeeping amendments. As such, the Board proposes to amend the Second Amended and Restated Memorandum and Articles of Association by way of adopting the Third Amended and Restated Memorandum and Articles of Association in substitution for, and to the exclusion of, the Second Amended and Restated Memorandum and Articles of Association.

Details of the proposed amendments to the Second Amended and Restated Memorandum and Articles of Association are set out in Appendix II to this circular. A special resolution will be proposed at the Annual General Meeting to approve the Proposed Amendments and the adoption of the Third Amended and Restated Memorandum and Articles of Association.

The Company’s legal advisers have confirmed that the Proposed Amendments conform with the applicable requirements of the Listing Rules and do not violate the laws of the Cayman Islands. The Company also confirms that there is nothing unusual about the Proposed Amendments from the perspective of a Cayman Islands company listed on the Stock Exchange.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 26 to 31 of this circular.

Pursuant to the Listing Rules and Article 13.5 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by a poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement of the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.crystalgroup.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under

– 7 –

LETTER FROM THE BOARD

which it is signed or a certified copy of that power of attorney or authority at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 11:30 a.m. on Saturday, 1 June 2024) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

8. RECOMMENDATION

The Directors consider that the proposed declaration of the final dividend, the proposed reelection of retiring directors, the proposed granting of the Share Buy-back Mandate and the Issuance Mandate and the adoption of the Third Amended and Restated Memorandum and Articles of Association are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that Shareholders vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board LO Lok Fung Kenneth Chairman

– 8 –

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

APPENDIX I

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) Mrs. LO CHOY Yuk Ching Yvonne

Position and Experience

Mrs. LO CHOY Yuk Ching Yvonne (‘‘ Mrs. Yvonne LO ’’), aged 79, is the Vice Chairman of the Board and an executive Director. She co-founded the Group with Mr. LO Lok Fung Kenneth (‘‘ Mr. Kenneth LO ’’) in 1970. She has been a director of the Company since its establishment in January 1993. Since the Group’s establishment, Mrs. Yvonne LO has overseen the finance and administrative functions and has over 50 years of business management experience.

Apart from business management, Mrs. Yvonne LO has also devoted herself to charity and social work. She established the Yuk Ching Charity Trust (⽟清慈善基⾦) (now known as The Incorporated Trustees of Yuk Ching Charity Trust), which aims to help the education of students by, among other activities, providing financial support, and has been its donor and trustee since October 2004, and chairman since 2005. Since February 2017, Mrs. Yvonne LO has been the Honorary Chairperson of The Hong Kong Federation of Women (⾹港各界婦⼥聯合協進會).

Save as disclosed above, Mrs. Yvonne LO has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mrs. Yvonne LO entered into a service agreement with the Company for a term of one year that commenced on 6 October 2023. The agreement is subject to termination by either party giving to the other at least two months’ written notice expiring at the end of the initial term or any subsequent calendar month. She is also subject to retirement by rotation and is eligible for re-election at the annual general meeting in accordance with the Articles of Association.

Relationships

Mrs. Yvonne LO is the wife of Mr. Kenneth LO (the Chairman and an executive Director), and mother of Mr. LO Ching Leung Andrew (‘‘ Mr. Andrew LO ’’) (an executive Director and the Chief Executive Officer) and Mr. LO Howard Ching Ho (‘‘ Mr. Howard LO ’’) (an executive Director and a senior vice president).

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APPENDIX I

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

Interests in Shares

At the Latest Practicable Date, Mrs. Yvonne LO was beneficially interested in a total of 2,184,099,780 Shares pursuant to Part XV of the SFO of which (i) 306,610,590 Shares are beneficially owned by herself; (ii) 306,610,590 Shares are beneficially owned by her spouse (Mr. Kenneth LO); (iii) 1,826,500 Shares are held by The Incorporated Trustees of Yuk Ching Charity Trust ⽟清慈善基⾦受託⼈法團 (in which Mrs. Yvonne LO is a founder and chairman); and (iv) 1,569,052,100 Shares are held jointly by herself and her spouse (Mr. Kenneth LO).

Director’s emoluments

Under the terms of her service agreement, Mrs. Yvonne LO is entitled to a basic salary of approximately HK$2,860,000 per annum inclusive of any sum receivable as director’s fee from the Company. In addition, she is entitled to a discretionary bonus as determined by the Board in respect of each complete financial year of the Company with reference to the Group’s operating results. For the financial year ended 31 December 2023, Mrs. Yvonne LO received approximately HK$2,860,000 as director’s emoluments. Such emoluments are determined by the Board with reference to her duties and responsibilities and the prevailing market conditions.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mrs. Yvonne LO involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mrs. Yvonne LO that need to be brought to the attention of the Shareholders.

– 10 –

APPENDIX I

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

(2) Mr. LO Ching Leung Andrew

Position and Experience

Mr. LO Ching Leung Andrew, aged 58, is the Chief Executive Officer of the Group and has been an executive Director since March 1994. With around 30 years of experience in the apparel manufacturing industry, Mr. Andrew LO is now primarily responsible for formulating and overseeing the overall development strategies and operations of the Group. He first joined the Group in 1988, starting in the production department of the sweater division and has since risen through the ranks. He served as Deputy Chief Executive Officer of the Group from 2003 to 2007, and was promoted to the Chief Executive Officer of the Group in 2008. He is also the chairman of each of the Corporate Development Committee and the Sustainability Committee of the Company.

Mr. Andrew LO served as a softgoods sub-committee member of The Hong Kong Exporters’ Association from 2003 to 2007, as well as a director of the Hong Kong Research Institute of Textiles and Apparel from 2010 to 2016. He was a director of the Textile Council of Hong Kong Limited from 2014 to 2021. Mr. Andrew LO was a member of the Textiles Advisory Board from 2013 to 2018 and was a member of the Trade and Industry Advisory Board from 2017 to 2019. He has been a director of Law’s Foundation Limited since 2018 and a member of Hong Kong Trade Development Council Garment Advisory Committee since April 2023.

Mr. Andrew LO was appointed a member of the 5th committee of the Chinese People’s Political Consultative Conference of Huicheng District, Huizhou City (中國⼈民政 治協商會議惠州市惠城區委員會第五屆委員) and a council member of the Better Hong Kong Foundation in 2012.

Mr. Andrew LO graduated from the University of Toronto with a bachelor’s degree in arts in June 1988.

Save as disclosed above, Mr. Andrew LO has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Andrew LO entered into a service agreement with the Company for a term of one year that commenced on 6 October 2023. The agreement is subject to termination by either party giving to the other at least two months’ written notice expiring at the end of the initial term or any subsequent calendar month. He is also subject to retirement by rotation and is eligible for re-election at the annual general meeting in accordance with the Articles of Association.

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

APPENDIX I

Relationships

Mr. Andrew LO is the son of Mr. Kenneth LO (the Chairman and an executive Director) and Mrs. Yvonne LO (the Vice Chairman and an executive Director), and a brother of Mr. Howard LO (an executive Director and a senior vice president).

Interests in Shares

At the Latest Practicable Date, Mr. Andrew LO was beneficially interested in 68,074,080 Shares pursuant to Part XV of the SFO.

Director’s emoluments

Under the terms of his service agreement, Mr. Andrew LO is entitled to a basic salary of approximately HK$6,647,000 per annum inclusive of any sum receivable as director’s fee from the Company. In addition, he is entitled to a discretionary bonus as determined by the Board in respect of each complete financial year of the Company with reference to the Group’s operating results. For the financial year ended 31 December 2023, Mr. Andrew LO received approximately HK$13,580,000 as director’s emoluments. Such emoluments are determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mr. Andrew LO involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Andrew LO that need to be brought to the attention of the Shareholders.

– 12 –

APPENDIX I

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

(3) Mr. WONG Sing Wah

Position and Experience

Mr. Wong Sing Wah (‘‘ Mr. Dennis WONG ’’), aged 60, has been an executive Director since January 2011. He is currently the president of knits division and is primarily responsible for overseeing the lifestyle wear, the sportswear and outdoor apparel and the sweater divisions, supporting corporate functions and setting up strategies and governance policy. Mr. Dennis WONG initially joined the Group as an assistant merchandiser of the sweater division in May 1983, then serving as overseas sales manager from 1986 and later overseas operation manager until 1990. Mr. Dennis WONG re-joined the Group in June 1996 as sales manager of the lifestyle wear division, and has held various positions since then. He served as sales senior manager until March 2000, and successively as assistant general manager of the Japan operation until August 2003, deputy general manager of the Japan operation until January 2004, deputy general manager-operations until October 2004, general manager of sales and operations until June 2007 and subsequently, the president (tshirt operation) until December 2011. He is also a member of the Corporate Development Committee of the Company.

Mr. Dennis WONG was awarded the title of ‘‘2013 Top Ten Economic Individual of Dongguan City’’ (2013年東莞⼗⼤經濟⼈物), and served as the vice chairman of the 1st supervisory committee of the Dongguan City Association of Enterprises with Foreign Investment Changping Branch (東莞市外商投資企業協會常平分會) in 2010.

Save as disclosed above, Mr. Dennis WONG has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Dennis WONG entered into a service agreement with the Company for a term of one year that commenced on 6 October 2023. The agreement is subject to termination by either party giving to the other at least two months’ written notice expiring at the end of the initial term or any subsequent calendar month. He is also subject to retirement by rotation and is eligible for re-election at the annual general meeting in accordance with the Articles of Association.

Relationships

Mr. Dennis WONG does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company as defined in the Listing Rules.

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

APPENDIX I

Interests in Shares

At the Latest Practicable Date, Mr. Dennis WONG was beneficially interested in 7,497,360 Shares pursuant to Part XV of the SFO.

Director’s emoluments

Under the terms of his service agreement, Mr. Dennis WONG is entitled to a basic salary of approximately HK$6,054,000 per annum inclusive of any sum receivable as director’s fee from the Company. In addition, he is entitled to a discretionary bonus as determined by the Board in respect of each complete financial year of the Company with reference to the Group’s operating results. For the financial year ended 31 December 2023, Mr. Dennis WONG received approximately HK$12,528,000 as director’s emoluments. Such emoluments are determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mr. Dennis WONG involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Dennis WONG that need to be brought to the attention of the Shareholders.

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

APPENDIX I

(4) CHANG George Ka Ki

Position and Experience

Mr. CHANG George Ka Ki (‘‘ Mr. CHANG ’’), aged 72, has been an independent nonexecutive Director since the initial public offer of the Company in November 2017. He is the chairman of the Audit Committee and a member of each of the Remuneration Committee and the Corporate Development Committee of the Company. Mr. CHANG has spent much of his career in accounting and auditing thus possesses solid professional knowledge in these areas. He also served as the deputy group controller of the Group from 1984 to 1986.

Mr. CHANG has been a director at Morningside Asia, a venture capital firm, since September 1991 and, since March 2015, a non-executive director of Hang Lung Group Limited, a company engaged in property development and investment, that is listed on the Stock Exchange (Stock Code: 0010). Mr. CHANG has been a certified public accountant recognised by the State of California, U.S. since 1980 and a member of the American Institute of Certified Public Accountants since 1984. He has also been an associate member of the Hong Kong Institute of Certified Public Accountants since 1984, and a chartered accountant and a member of the Institute of Chartered Accountants of Ontario since 1992. Mr. CHANG graduated from the University of Wisconsin – Madison and received a Master of Business Administration in December 1976.

Save as disclosed above, Mr. CHANG has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. CHANG entered into a letter of appointment from the Company for a fixed term of one year that commenced on 6 October 2023. He is subject to retirement by rotation and is eligible for re-election at the annual general meeting in accordance with the Articles of Association.

Relationships

Mr. CHANG does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company as defined in the Listing Rules.

– 15 –

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

APPENDIX I

Interests in Shares

At the Latest Practicable Date, Mr. CHANG is not interested in any shares in the Company within the meaning of Part XV of the SFO.

Director’s emoluments

Under the terms of his letter of appointment, Mr. CHANG is entitled to a director’s fee of approximately HK$525,000 per annum for holding his office as an independent nonexecutive Director. For the financial year ended 31 December 2023, Mr. CHANG received HK$525,000 as director’s emoluments. Such emoluments were determined by the Board with reference to his duties and responsibilities and the prevailing market conditions.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mr. CHANG involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. CHANG that need to be brought to the attention of the Shareholders.

– 16 –

APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Details of the Proposed Amendments to the Memorandum of Association are set out as follows:

follows:	follows:
Clause No.		The Proposed Amendments (showing changes to the Memorandum of Association)
	Clause No.	The Proposed Amendments (showing changes to the Memorandum of Association)
	Heading	THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ~~SECOND T~~HIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Crystal International Group Limited (adopted by special resolution passed on [date]~~7 June ~~2024~~3)~~

– 17 –

APPENDIX II DETAILS OF THE PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Details of the Proposed Amendments to the Articles of Association are set out as follows:

Article No.	Article No.	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)
	Article No.	The Proposed Amendments (showing changes to the Articles of Association)
	Heading	THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ~~SECOND~~ THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Crystal International Group Limited (adopted by special resolution passed on [date]~~7 June ~~2024~~3)~~
	30.1	(1) Any notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such notice and document may be given or issued by the following means: (a) by serving it personally on the relevant person; (b) by sending it through the post in a prepaid envelope addressed to such member at his registered address as appearing in the register of members or at any other address supplied by him to the Company for the purpose; (c) by delivering or leaving it at such address as aforesaid; (d) by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the requirements of the Designated Stock Exchange; (e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 30.1(4) subject to the Company complying with the Statutes and ~~any other~~ all applicable laws, rules and regulations ~~from time to~~ ~~time in force with regard to any requirements for the obtaining of~~ ~~consent (or deemed consent) from such person;~~
				~~btiif~~
			~~me n orce w regar o any requremens or e ~~ ~~consent (or deemed consent) from such person;~~	~~oanng o~~

– 18 –

APPENDIX II

DETAILS OF THE PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article No.	Article No.	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)
	Article No.	The Proposed Amendments (showing changes to the Articles of Association)
		~~(2)~~ (2~~3~~) (3~~4~~) (4~~5~~) (5~~6~~)	(f) by publishing it on the Company’s website to which the relevant person may have access, subject to the Company complying with the Statutes and ~~any other ~~all applicable laws, rules and regulations ~~from~~ ~~time to time in force with regard to any requirements for the~~ ~~obtaining of consent (or deemed consent) from such person and/or~~ ~~for giving notification to any such person stating that the notice,~~ ~~documents or publication is available on the Company’s computer~~ ~~network website (a ‘‘~~~~notice of availability’’)~~; or (g) by sending or otherwise making it available to such person through such other means, whether electronically or otherwise, to the extent permitted by and in accordance with the Statutes and ~~other~~ all applicable laws, rules and regulations. ~~Thtifilbilitbitthbbfth~~	by publishing it on the Company’s website to which the relevant person may have access, subject to the Company complying with the Statutes and ~~any other ~~all applicable laws, rules and regulations ~~from~~ ~~tittiifithdtitfth~~
				~~me o me n orce w regar o any requremens or e~~ ~~btiift(ddt)fhd/~~
				~~oanng o consen or eeme consen rom suc person anor~~ ~~fiitifitithttithtthti~~
				~~or gvng nocaon o any suc person sang a e noce,~~ ~~dtblitiiilblthC’t~~
			~~e n~~

– 19 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Article No.	Article No.	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)
	Article No.		The Proposed Amendments (showing changes to the Articles of Association)
	30.1A		~~Any notice or other document:~~ ~~(a)~~ ~~if served or delivered by post, shall where appropriate be sent by airmail~~ ~~and shall be deemed to have been served or delivered on the day following~~ ~~that on which the envelope containing the same, properly prepaid and~~ ~~addressed, is put into the post; in proving such service or delivery it shall~~ ~~be sufficient to prove that the envelope or wrapper containing the notice~~ ~~or document was properly addressed and put into the post and a certificate~~ ~~in writing signed by the Secretary or other officer of the Company or~~ ~~other person appointed by the Board that the envelope or wrapper~~ ~~containing the notice or other document was so addressed and put into the~~ ~~post shall be conclusive evidence thereof;~~ ~~(b)~~ ~~if sent by electronic communication (other than by making it available on~~ ~~the Company’s website), shall be deemed to be given on the day on which~~ ~~it is transmitted from the server of the Company or its agent. And in~~ ~~proving such transmission or sending of Notice or document thereof, a~~ ~~certificate in writing signed by the Secretary or other person appointed by~~ ~~the Board as to the act and time of such transmission or sending of notice~~ ~~or document thereof, shall be conclusive evidence thereof;~~ ~~(c)~~ ~~if published on the Company’s website or the website of the Designated~~ ~~Stock Exchange, shall be deemed to have been served on the day on which~~ ~~the notice, document or publication first so appears on the Company’s~~ ~~website or the website of the Designated Stock Exchange to which the~~ ~~relevant person may have access or the day on which the notice of~~ ~~availability is deemed to have been served or delivered to such person~~ ~~under these Articles, whichever is later;~~ ~~(d)~~ ~~if served or delivered in any other manner contemplated by these Articles,~~ ~~shall be deemed to have been served or delivered at the time of personal~~ ~~service or delivery or, as the case may be, at the time of the relevant~~ ~~despatch or transmission; and in proving such service or delivery a~~ ~~certificate in writing signed by the Secretary or other officer of the~~ ~~Company or other person appointed by the Board as to the act and time of~~ ~~such service, delivery, despatch or transmission shall be conclusive~~ ~~evidence thereof; and~~ ~~(e)~~ ~~if published as an advertisement in a newspaper or other publication~~ ~~permitted under these Articles, shall be deemed to have been served on the~~ ~~day on which the advertisement first so appears.~~
			~~ny ~~ ~~(a)~~ ~~(b)~~ ~~(c)~~ ~~(d)~~ ~~(e)~~
				~~serve or evere y pos, sa were approprae e sen y arma~~ ~~dhllbddthbddlidthdflli~~
				~~an sa e eeme o ave een serve or evere on e ay oowng~~ ~~ththihthltiithlidd~~
				~~a on wc e enveope conanng e same, propery prepa an~~ ~~dddititthtiihidliithll~~
				~~aresse, s pu no e pos; n provng suc servce or every sa~~ ~~bffiittthtthltiithti~~
				~~e sucen o prove a e enveope or wrapper conanng e noce~~ ~~dtlddddtitthtdtifit~~
				~~or ocumen was propery aresse an pu no e pos an a cercae~~ ~~iitiidbthStthffifthC~~
				~~n wrng sgne y e ecreary or oer ocer o e ompany or~~ ~~thitdbthBdthtthl~~
				~~oer person appone y e oar a e enveope or wrapper~~ ~~tiithtithdtddddtitth~~
				~~conanng e noce or oer ocumen was so aresse an pu no e~~ ~~post shall be conclusive evidence thereof;~~ ~~iftbltiiti(ththbkiitilbl~~
				~~sen y eecronc communcaon oer an y mang avaae on~~ ~~thC’bithllbddtbithdhih~~
				~~e ompanys wese), sa e eeme o e gven on e ay on wc~~ ~~ititittdfthfthCittAdi~~
				~~s ransme rom e server o e ompany or s agen. n n~~ ~~ihtiidifNtidtthf~~
				~~provng suc ransmsson or senng o oce or ocumen ereo, a~~ ~~tifitiitiidbthStthitdb~~
				~~cercae n wrng sgne y e ecreary or oer person appone y~~ ~~thBdtthtdtifhtiidifti~~
				~~e oar as o e ac an me o suc ransmsson or senng o noce~~ ~~or document thereof, shall be conclusive evidence thereof;~~ ~~ifblihdthC’bitthbitfthDitd~~
				~~puse on e ompanys wese or e wese o e esgnae~~ ~~StkEhhllbddthbdthdhih~~
				~~oc xcange, sa e eeme o ave een serve on e ay on wc~~ ~~thtidtblitifitthC’~~
				~~e noce, ocumen or pucaon rs so appears on e ompanys~~ ~~bitthbitfthDitdStkEhthihth~~
				~~wese or e wese o e esgnae oc xcange o wc e~~ ~~lththdhihthtif~~
				~~reevan person may ave access or e ay on wc e noce o~~ ~~ilbilitiddthbddlidth~~
				~~avaay s eeme o ave een serve or evere o suc person~~ ~~under these Articles, whichever is later;~~ ~~ifddlidithtltdbthAtil~~
				~~serve or evere n any oer manner conempae y ese rces,~~ ~~hllbddthbddlidtthtifl~~
				~~sa e eeme o ave een serve or evere a e me o persona~~ ~~idlithbtthtifthlt~~
				~~servce or every or, as e case may e, a e me o e reevan~~ ~~dthtiidiihidli~~
				~~espac or ransmsson; an n provng suc servce or every a~~ ~~tifitiitiidbthStthffifth~~
				~~cercae n wrng sgne y e ecreary or oer ocer o e~~ ~~CthitdbthBdtthtdtif~~
				~~ompany or oer person appone y e oar as o e ac an me o~~ ~~hidlidthtiihllbli~~
				~~suc servce, every, espac or ransmsson sa e concusve~~ ~~evidence thereof; and~~ ~~ifblihddtitithbliti~~
				~~puse as an aversemen n a newspaper or oer pucaon~~ ~~ittddthAtilhllbddthbdth~~
				~~perme uner ese rces, sa e eeme o ave een serve on e~~ ~~day on which the advertisement first so appears.~~

– 20 –

APPENDIX II

DETAILS OF THE PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Article No.	Article No.	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)
	Article No.	The Proposed Amendments (showing changes to the Articles of Association)
30.1B	30.1B	~~(1)~~ ~~(2)~~ ~~(3)~~	~~Atithdtdlidtbtlti~~
			~~ny noce or oer ocumen evere or sen y pos or eecronc~~ ~~tlfttthitdddfbif~~
			~~means o or e a e regsere aress o any memer n pursuance o~~ ~~thAtilhlltithtdiththbithdd~~
			~~ese rces sa, nowsanng a suc memer s en ea or~~ ~~bktthtththddhthtth~~
			~~anrup or a any oer even as occurre, an weer or no e~~ ~~Chtifthdthbktthtbdd~~
			~~ompany as noce o e ea or anrupcy or oer even, e eeme~~ ~~thbdlddliditfhitdi~~
			~~o ave een uy serve or evere n respec o any sare regsere n~~ ~~thfhblithldlhihllt~~
			~~e name o suc memer as soe or jon oer uness s name sa, a~~ ~~thtifthidlifthtidthb~~
			~~e me o e servce or every o e noce or ocumen, ave een~~ ~~dfthitfbthhldfthhdh~~
			~~remove rom e regser o memers as e oer o e sare, an suc~~ ~~idlihllfllbddffiiti~~
			~~servce or every sa or a purposes e eeme a sucen servce or~~ ~~dlifhtidtllittdhth~~
			~~every o suc noce or ocumen on a persons nerese (weer~~ ~~jointly with or as claiming through or under him) in the share.~~ ~~AtibibthCtthtitldth~~
			~~noce may e gven y e ompany o e person ene o a sare~~ ~~ifthdthtldidbktfb~~
			~~n consequence o e ea, mena sorer or anrupcy o a memer~~ ~~bdiitbltithhthtiidltt~~
			~~y senng y eecronc means or roug e pos n a prepa eer,~~ ~~ldddthibbthtitlf~~
			~~enveope or wrapper aresse o m y name, or y e e o~~ ~~ttifthddttfthbktblik~~
			~~represenave o e ecease, or rusee o e anrup, or y any e~~ ~~dititthddiflidfthbth~~
			~~escrpon, a e aress, any, suppe or e purpose y e person~~ ~~liitbtitld(tilhddhblid)~~
			~~camng o e so ene, or un suc an aress as een so suppe~~ ~~biithtiiihihthihthb~~
			~~y gvng e noce n any manner n wc e same mg ave een~~ ~~given if the death, mental disorder or bankruptcy had not occurred.~~ ~~Ahbtifltfthht~~
			~~ny person wo y operaon o aw, ranser or oer means wasoever~~ ~~hllbtitldthhllbbdbtii~~
			~~sa ecome ene o any sare sa e oun y every noce n~~ ~~tfhhhihithidddbitd~~
			~~respec o suc sare wc pror o s name an aress eng enere~~ ~~thitfbhllhbdlitthf~~
			~~on e regser o memers sa ave een uy gven o e person rom~~ ~~whom he derives his title to such share.~~

– 21 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX II

Article No.	Article No.	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)	The Proposed Amendments (showing changes to the Articles of Association)
	Article No.		The Proposed Amendments (showing changes to the Articles of Association)
	30.4		A member addressor	~~shall~~ may be entitled to have notice served on him at any electronic address within Hong Kong if so elected. Any member ~~who has not~~ ~~itifitiiititthCith~~			electronic
			~~i~~
			~~gven an express posve conrmaon n wrng o e ompany n e manner~~ ~~ifidithLitiRltithihdilblt~~
			~~spece n e sng ues o receve or oerwse ave mae avaae o~~ ~~hitiddttbiidthibthCb~~
			~~m noces an ocumens o e gven or ssue o m y e ompany y~~ ~~electronic means and~~ whose registered address is outside Hong Kong may notify the Company in writing of an electronic address or address in Hong Kong which for the purpose of service of notice shall be deemed to be his registered address or electronic address. A member who has no registered address in Hong Kong shall be deemed to have received any notice which shall have been publishedontheCompany’swebsite~~displayedatthetransferofficeandshall~~
			~~hidthfidf24hdhtihllbddt~~
			~~ave remane ere or a pero o ours an suc noce sa e eeme o~~ ~~hbidbhbthdflliththihithll~~
			~~ave een receve y suc memer on e ay oowng a on wc sa~~ ~~have been first so displayed,~~ provided that, without prejudice to the other provisions of these Articles, nothing in this Article shall be construed as prohibiting the Company from sending, or entitling the Company not to send, notices or other documents of the Company to any member whose registered address is outside Hong Kong.
	30.8		Any notice given by electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations. A notice, document or publication placed on either the Company’s Website or the Stock Exchange’s
					r the Stock Exchange’s
			website is deemed given or served by the Company		on the day it first so
			appears on the relevant website, unless the Listing Rules specify a different
			date, in which case the deemed date of service shall be as provided or required
			by the Listing Rules.
30.9	30.9		A notice may be given by the Company to the person or persons entitled to a share in consequence of the death, mental disorder or bankruptcy of a member by sending it by electronic means or through the post in a prepaid letter addressed to him or them by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the electronic address or address~~, if any, ~~within Hong Kong, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an electronic address or address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
						manner in which the r bankruptcy had not

– 22 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX III

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

At the Latest Practicable Date, the issued share capital of the Company comprised 2,852,822,000 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 2,852,822,000 Shares, the Directors would be authorised under the Share Buy-back Mandate to repurchase, during the period in which the Share Buy-back Mandate remains in force, a total of 285,282,200 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR THE SHARE BUY-BACK

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

Shares buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

3. FUNDING OF THE SHARE BUY-BACK

The Company may only apply funds legally available for share buy-back in accordance with its Memorandum and Articles of Association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF THE SHARE BUY-BACK

There might be a materially adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2023) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as

– 23 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX III

would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels that, in the opinion of the Directors, from time to time would be appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2023
April	3.12	2.59
May	3.12	2.53
June	2.73	2.36
July	2.82	2.36
August	2.82	2.56
September	2.80	2.40
October	2.50	2.30
November	2.69	2.35
December	2.99	2.67
2024
January	3.05	2.72
February	2.97	2.76
March	3.58	2.81
April (up to the Latest Practicable Date)	3.72	3.11

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

– 24 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX III

The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.

The Directors confirm that neither this explanatory statement nor the proposed buy-back of Shares has any unusual features.

7. TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in 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.

To the best knowledge of the Company, the Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. SHARE BUY-BACK MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of its Shares (whether on the Stock Exchange or otherwise).

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [7 x 6] intentionally omitted <==

----- Start of picture text -----


----- End of picture text -----*

(Incorporated in Bermuda with limited liability and registered by way of continuation in the Cayman Islands)

(Stock code: 2232)

Notice is hereby given that the Annual General Meeting of Crystal International Group Limited (the ‘‘ Company ’’) will be held at 5/F., AXA Tower, Landmark East, No. 100 How Ming Street, Kowloon, Hong Kong on Monday, 3 June 2024 at 11:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2023.

2. To declare a final dividend of HK13.0 cents per ordinary share for the year ended 31 December 2023.

3. 3(a). To re-elect Mrs. LO CHOY Yuk Ching Yvonne as an executive director of the Company.

4. 3(b). To re-elect Mr. LO Ching Leung Andrew as an executive director of the Company.

5. 3(c). To re-elect Mr. WONG Sing Wah as an executive director of the Company.

6. 3(d). To re-elect Mr. CHANG George Ka Ki as an independent non-executive director of the Company.

7. 3(e). To authorise the board of directors to fix the respective directors’ remuneration.

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

9. For identification purposes only

– 26 –

NOTICE OF ANNUAL GENERAL MEETING

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

‘‘ THAT :

• (a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

• (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company at the date of the passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (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 the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.’’

– 27 –

NOTICE OF ANNUAL GENERAL MEETING

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

‘‘ THAT :

• (a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

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

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

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

• (ii) the exercise of options under a share option scheme of the Company; and

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company at the date of the passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; 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;

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NOTICE OF ANNUAL GENERAL MEETING

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

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

‘‘ Rights Issue ’’ means an offer of shares open for a period fixed by the directors to holders of shares of the Company 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 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).’’

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

‘‘ THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the ‘‘ Notice ’’), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company at the date of the passing of this resolution.’’

SPECIAL RESOLUTION

1. To consider and, if thought fit, to pass, with or without modification, the following resolution as special resolution:

‘‘ THAT :

• (i) the proposed amendments to the current second amended and restated memorandum and articles of association of the Company (the ‘‘ Proposed Amendments ’’), the details of which are set out in Appendix II to the circular of the Company dated 30 April 2024, be and are hereby approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the third amended and restated memorandum and articles of association of the Company (the ‘‘ Third Amended and Restated Memorandum and Articles of Association ’’), which contain all the Proposed Amendments and a copy of which has been produced to this meeting and marked ‘‘A’’ and initialled by the chairman of the meeting, be and are hereby approved and adopted as the memorandum and articles of association of the Company in substitution for and to the exclusion of the current second amended and restated memorandum and articles of association of the Company with immediate effect; and

• (iii) any one Director or the company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that she/he shall, in her/his absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Third Amended and Restated Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong.’’

By Order of the Board LO Lok Fung Kenneth Chairman

Hong Kong, 30 April 2024

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘ Listing Rules ’’). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the above meeting (i.e. not later than 11:30 a.m. on Saturday, 1 June 2024) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Wednesday, 29 May 2024 to Monday, 3 June 2024, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 28 May 2024.

2. For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the Annual General Meeting), the Register of Members of the Company will be closed from Friday, 21 June 2024 to Tuesday, 25 June 2024, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 20 June 2024.

3. A circular containing further details concerning items 2, 3, 5, 6, 7 and 8 set out in the above notice will be made available to all shareholders of the Company together with the Annual Report 2023.

4. If a tropical cyclone warning signal number 8 or above or is hoisted, extreme conditions caused by super typhoons or a black rainstorm warning is/are in force at or after 8:00 a.m. on Monday, 3 June 2024, the above meeting will not be held on Monday, 3 June 2024 but will be postponed to a later date and if postponed, the Company will as soon as practicable post an announcement on the websites of Hong Kong Exchange and Clearing Limited and the Company.

5. References to time and dates in this notice are to Hong Kong time and dates.

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