Eminence Enterprise Limited — Proxy Solicitation & Information Statement 2022

Feb 15, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

==> picture [30 x 40] intentionally omitted <==

==> picture [46 x 39] intentionally omitted <==

==> picture [37 x 39] intentionally omitted <==

EMINENCE ENTERPRISE LIMITED 高山企業有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 616)

PROPOSED CAPITAL REORGANISATION, CHANGE IN BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

A letter from the Board is set out on pages 5 to 12 of this circular.

A notice convening the special general meeting of Eminence Enterprise Limited to be held at Block A, 7th Floor, Hong Kong Spinners Building, Phase 6, 481–483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong on Friday, 11 March 2022 at 9:00 a.m. is set out on pages N-1 to N-3 of this circular. A form of proxy for use at the meeting is enclosed. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not later than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

Hong Kong, 16 February 2022

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

Accompanying Document – Form of Proxy

– i –

DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 28 January 2022 in relation to the Capital Reorganisation and the Change in Board Lot Size

• “Board”

the board of the Directors

• “Business Day(s)”

a day (other than a Saturday and Sunday or a day on which a black rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon) on which banks are open for business in Hong Kong

• “Bye-laws”

the bye-laws for the time being adopted by the Company and as amended from time to time

• “Capital Reduction”

the proposed reduction in the issued share capital of the Company as detailed in the section headed “Proposed Capital Reorganisation” of this circular

• “Capital Reorganisation”

collectively, the Capital Reduction and the Share Subdivision

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “CCASS Operational Procedures” the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

• “Change in Board Lot Size”

• the proposed change in board lot size of the Shares for trading on the Stock Exchange from 5,000 Existing Shares to 20,000 New Shares conditional upon the Capital Reorganisation becoming effective

• “Companies Act” the Companies Act 1981 of Bermuda (as amended from time to time)

• “Company”

• Eminence Enterprise Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 616)

• “Director(s)” the director(s) of the Company

– 1 –

DEFINITIONS

“Existing Share(s)” ordinary share(s) of par value of HK$0.20 each in the share capital of the Company prior to the Capital Reorganisation becoming effective “Group” the Company and its subsidiaries “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” Monday, 14 February 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Listing Committee” has the meaning ascribed to such term in the Listing Rules “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Main Board” the main board maintained and operated by the Stock Exchange “New Share(s)” ordinary share(s) of par value of HK$0.01 each in the share capital of the Company immediately after the Capital Reorganisation becoming effective “PRC” the People’s Republic of China “SGM” the special general meeting of the Company to be held to consider and, if thought fit, approve, among other things, the Capital Reorganisation “Shareholder(s)” holder(s) of the Existing Share(s) or the New Share(s) (as the case may be) “Share Registrar” Tricor Secretaries Limited, the branch share registrar and transfer office of the Company in Hong Kong, the address of which is at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong “Share Subdivision” the proposed subdivision of each authorised but unissued Existing Share into twenty (20) authorised and unissued New Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong

– 2 –

EXPECTED TIMETABLE

The expected timetable for the implementation of the Capital Reorganisation and the Change in Board Lot Size is as follows:

Event(s) Time and date
2022
Latest date and time for lodging transfer(s) of the Existing Shares
in order to qualify for attending and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on
Monday, 7 March
Closure of register of members of the Company for
determining the entitlement to attend and vote at the SGM . . . . . . . . . . . . From Tuesday, 8 March to
Friday, 11 March
(both dates inclusive)
Latest date and time for lodging forms of proxy for the SGM . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Wednesday, 9 March
Record date for attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 11 March
Expected time and date of the SGM
to approve the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Friday, 11 March
Publication of announcement of the poll results of the SGM . . . . . . . . . . . . . . . . . . . Friday, 11 March
Register of members of the Company re-opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 14 March
The following events are conditional on the fulfilment of the conditions for the
implementation of the Capital Reorganisation and therefore the dates are tentative:
Expected effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Tuesday, 15 March
Commencement of dealings in the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Tuesday, 15 March
First day of free exchange of the existing share certificates for
the new share certificates for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 March
Last day for trading of the Existing Shares in
board lot of 5,000 Existing Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 28 March
Effective date of the Change in Board Lot Size
from 5,000 Existing Shares to 20,000 New Shares.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Tuesday, 29 March

– 3 –

EXPECTED TIMETABLE

Event(s)

Time and date 2022

Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of the New Shares . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 29 March Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 21 April Last day and time for free exchange of the existing share certificates of the Existing Shares for the new share certificates for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 25 April

The expected timetable set out above is subject to the results of the SGM and fulfillment of the conditions of the Capital Reorganisation and is therefore for indicative purpose only. All times and dates in this circular refer to Hong Kong local times and dates. Any change(s) to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

– 4 –

LETTER FROM THE BOARD

==> picture [30 x 39] intentionally omitted <==

==> picture [46 x 40] intentionally omitted <==

==> picture [37 x 39] intentionally omitted <==

EMINENCE ENTERPRISE LIMITED 高山企業有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 616)

Executive Directors:

Mr. Lai Law Kau (Chairman and Chief Executive Officer) Ms. Lui Yuk Chu (Deputy Chairman) Mr. Kwong Jimmy Cheung Tim

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

Independent Non-executive Directors:

Mr. Kan Ka Hon Mr. Lau Sin Ming Mr. Wu Koon Yin Welly

Head office and principal place of business in Hong Kong:

Block A, 7th Floor Hong Kong Spinners Building, Phase 6 481–483 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong

16 February 2022

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION, CHANGE IN BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement. The purpose of this circular is to provide you with, amongst other things, (i) details of the Capital Reorganisation and the Change in Board Lot Size; and (ii) a notice convening the SGM.

– 5 –

LETTER FROM THE BOARD

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which will involve the Capital Reduction and the Share Subdivision, details of which are as follows:

(i) Capital Reduction

The Board proposes to implement the Capital Reduction, pursuant to which the issued share capital of the Company will be reduced by a reduction of the par value of each issued Existing Share from HK$0.20 to HK$0.01 which reduction will comprise a cancellation of HK$0.19 of the paid-up capital on each issued Existing Share so that each issued Existing Share will be treated as one (1) fully paid up share of par value HK$0.01 each in the share capital of the Company immediately following the Capital Reduction and the credit arising from the Capital Reduction will be credited to the contributed surplus account of the Company within the meaning of the Companies Act; and

(ii) Share Subdivision

Immediately following the Capital Reduction becoming effective, each authorised but unissued Existing Share will be sub-divided into twenty (20) authorised but unissued New Shares with a par value of HK$0.01 each.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon the following conditions:

• (i) the passing of a special resolution by the Shareholders at the SGM to approve the Capital Reorganisation and transactions contemplated thereunder;

• (ii) the Listing Committee of the Stock Exchange granting the approval for listing of, and permission to deal in, the New Shares upon the Capital Reorganisation becoming effective;

• (iii) the compliance with the relevant procedures and requirements under the Companies Act to effect the Capital Reorganisation, which includes publication of a notice in relation to the Capital Reduction in Bermuda in accordance with the Companies Act and the Directors being satisfied that on the date the Capital Reorganisation is to take effect, there are no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due;

• (iv) the compliance with the relevant procedures and requirements under the Listing Rules to effect the Capital Reorganisation; and

• (v) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation.

Subject to the fulfillment of all the above conditions, the Capital Reorganisation is expected to become effective on Tuesday, 15 March 2022, being one (1) clear Business Day immediately after the date of SGM. As at the Latest Practicable Date, none of the above conditions have been fulfilled.

– 6 –

LETTER FROM THE BOARD

Reasons for and effects of the Capital Reorganisation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$400,000,000 divided into 2,000,000,000 Existing Shares of par value of HK$0.20 each, of which 931,458,010 Existing Shares have been issued and 1,068,541,990 Existing Shares remain unissued. Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date until the effective date of the Capital Reorganisation, the authorised share capital of the Company after the Capital Reorganisation will become HK$400,000,000 divided into 40,000,000,000 New Shares of par value of HK$0.01 each, of which 931,458,010 New Shares are issued and 39,068,541,990 New Shares remain unissued.

Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date up to the date on which the Capital Reorganisation becomes effective, the share capital structure of the Company will be summarised as follows:

		Immediately upon
	As at	the Capital
	the Latest	Reorganisation
	Practicable Date	becoming effective
Par value	HK$0.20	HK$0.01
	per Existing Share	per New Share
Amount of the authorised	HK$400,000,000.00	HK$400,000,000.00
share capital
Number of authorised shares	2,000,000,000	40,000,000,000
	Existing Shares	New Shares
Amount of issued share capital	HK$186,291,602.00	HK$9,314,580.10
Number of issued shares	931,458,010	931,458,010
	Existing Shares	New Shares
Amount of unissued share capital	HK$213,708,398.00	HK$390,685,419.90
Number of unissued shares	1,068,541,990	39,068,541,990
	Existing Shares	New Shares

– 7 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, 931,458,010 Existing Shares were issued and were fully paid or credited as fully paid. Assuming that the par value of each of the 931,458,010 issued Existing Shares will be reduced from HK$0.20 to HK$0.01 per issued Existing Share by cancelling the paid-up share capital to the extent of HK$0.19 per issued Existing Share by way of a reduction of capital, so as to form issued New Shares with par value of HK$0.01 each, the Company’s existing issued share capital of HK$186,291,602.00 will be reduced by HK$176,977,021.90 to HK$9,314,580.10.

Certain amount of credit will arise as a result of the Capital Reduction. It is proposed that the credit arising in the accounts of the Company from the Capital Reduction will be transferred to the contributed surplus account of the Company within the meaning of the Companies Act, which will be used by the Board in any manner as the Board may deem fit as may be permitted under the applicable laws and the Bye-laws.

The Company has been constantly monitoring the trading prices of the Existing Shares. It was noted that the trading prices of the Existing Shares experienced a downward trend recently and has been traded below its par value. The Board considers that the proposed Capital Reorganisation will give the Company greater flexibility in pricing future capital raising exercise. The Board therefore considers that the proposed Capital Reorganisation is in the interests of the Company and the Shareholders as a whole.

Other than the relevant expenses, including but not limited to professional fees and printing charges incurred or to be incurred, the implementation of the Capital Reorganisation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the proportionate interests of the Shareholders. The Board believes that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group.

Status of the New Shares

All New Shares in issue immediately following the Capital Reorganisation becoming effective will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders.

Listing of and dealings in the New Shares

An application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

Subject to the granting of listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the New Shares to be admitted into CCASS.

– 8 –

LETTER FROM THE BOARD

None of the share capital or debt securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

Exchange of share certificate(s) for the New Shares

Subject to the Capital Reorganisation becoming effective, which is expected to be on Tuesday, 15 March 2022, the Shareholders may on or after Tuesday, 15 March 2022 and until Monday, 25 April 2022 (both dates inclusive) submit their existing share certificates for the Existing Shares in blue to the Share Registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for exchange for share certificates for the New Shares in pink at the expense of the Company. Thereafter, all existing share certificates for the Existing Shares will continue to be good evidence of legal title and may be exchanged for share certificates for the New Shares at any time but are not acceptable for delivery, trading, settlement and registration purposes.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lot size of 5,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 5,000 Existing Shares to 20,000 New Shares conditional upon the Capital Reorganisation becoming effective.

The Existing Shares are currently traded in board lots of 5,000 Existing Shares and the market value per board lot of the Existing Shares was HK$720 based on the closing price of HK$0.144 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date. As set out in the “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by Hong Kong Exchanges and Clearing Limited, it is requested that the value of each board lot shall be no less than HK$2,000, the Board proposes to change the board lot size of the Existing Shares for trading on the Stock Exchange from 5,000 Existing Shares to 20,000 New Shares. Upon the Change in Board Lot Size becoming effective, the Existing Shares will be traded in board lots of 20,000 New Shares and the estimated market value per board lot of the New Shares will be HK$2,880 based on the closing price of HK$0.144 per Share as quoted on the Stock Exchange on the Latest Practicable Date. Further, the Board believes that the Change in Board Lot Size may save the transaction and registration costs incurred by the Shareholders and potential investors of the Company.

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders. The Board is of the opinion that the Change in Board Lot Size is in the interests of the Company and the Shareholders as a whole.

– 9 –

LETTER FROM THE BOARD

Odd lots trading arrangement

In order to facilitate the trading of odd lots (if any) of the New Shares, the Company has appointed Get Nice Securities Limited to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the New Shares to make up a full board lot, or to dispose of their holding of odd lots of the New Shares, during the period from 9:00 a.m. on Tuesday, 29 March 2022 to 4:00 p.m. on Thursday, 21 April 2022 (both dates inclusive). The Shareholders who wish to take advantage of these services should contact Mr. Larry Ng of Get Nice Securities Limited at G/F–3/F., Cosco Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong or at telephone number (852) 2526-7868 during office hours of such period.

Holders of odd lots of the New Shares should note that the matching of the sale and purchase of odd lots of the New Shares is not guaranteed. The Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

The Shareholders or potential investors of the Company should note that (i) odd lots will be created after the Capital Reorganisation and the Change in Board Lot Size; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price.

As at the Latest Practicable Date, the Company has no plan or intention to carry out any equity and/or other corporate actions which may have an effect of undermining or negating the intended purpose of the Capital Reorganisation and the Change in Board Lot Size in the next twelve (12) months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement(s) in this regard in accordance with the Listing Rules as and when appropriate.

WARNING

The Shareholders should take note that the Capital Reorganisation is conditional upon satisfaction of conditions set out in the paragraph headed “Conditions of the Capital Reorganisation”. Therefore, the Capital Reorganisation may or may not proceed. The Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Existing Shares, and if they are in any doubt about their position, they should consult their professional advisers.

– 10 –

LETTER FROM THE BOARD

GENERAL

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve, the proposed Capital Reorganisation.

A notice convening the SGM to be held at Block A, 7th Floor, Hong Kong Spinners Building, Phase 6, 481–483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong on Friday, 11 March 2022 at 9:00 a.m. is set out on pages N-1 to N-3 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not the Shareholders are able to attend and vote at the SGM, they are requested to read the notice and to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the SGM or any adjournment thereof should they so wish and, in such event, the form of proxy shall be deemed to be revoked.

In compliance with the Listing Rules, the resolution as set out in the notice of SGM will be voted on by way of poll at the SGM.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as no Shareholder has a material interest in the Capital Reorganisation, no Shareholder will be required to abstain from voting on the special resolution to approve the Capital Reorganisation at the SGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the Shareholders’ eligibility to attend and vote at the SGM, the register of members of the Company will be closed from Tuesday, 8 March 2022 to Friday, 11 March 2022, both dates inclusive. During such period, no share transfers will be registered. In order to qualify to attend and vote at the SGM, all transfers of the shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 7 March 2022.

RECOMMENDATION

The Board is of the opinion that the Capital Reorganisation is fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution to approve the Capital Reorganisation to be proposed at the SGM.

– 11 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading.

Yours faithfully, By order of the Board EMINENCE ENTERPRISE LIMITED Lai Law Kau

Chairman and Chief Executive Officer

– 12 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [30 x 39] intentionally omitted <==

==> picture [46 x 40] intentionally omitted <==

==> picture [37 x 39] intentionally omitted <==

EMINENCE ENTERPRISE LIMITED 高山企業有限公司

(Incorporated in Bermuda with limited liability)

• (Stock Code: 616)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Eminence Enterprise Limited (the “ Company ”) will be held at Block A, 7th Floor, Hong Kong Spinners Building, Phase 6, 481–483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong at 9:00 a.m. on Friday, 11 March 2022 for the purpose of considering and, if thought fit, passing the following resolution which will be proposed with or without amendments, as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon (i) the listing committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the New Shares (as defined below); (ii) compliance with section 46(2) of the Companies Act 1981 of Bermuda in respect of the Capital Reduction (as defined below); and (iii) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required to effect the Capital Reorganisation (as defined below), with effect from one (1) clear business day immediately after the date on which this resolution is passed:

• (a) the par value of each of the issued shares of the Company of HK$0.20 each (the “ Existing Share(s) ”) be reduced from HK$0.20 to HK$0.01 by a cancellation of HK$0.19 of the paid-up capital on each issued Existing Share so that each issued Existing Share will be treated as one fully paid up share of par value HK$0.01 each in the share capital of the Company (the “ New Share(s) ”) (the “ Capital Reduction ”) and the credit arising from the Capital Reduction be transferred to the contributed surplus account of the Company;

• (b) immediately following the Capital Reduction, each authorised but unissued Existing Shares of HK$0.20 each be sub-divided into twenty (20) New Shares of par value HK$0.01 each (the “ Share Subdivision ”) so that immediately following the Capital Reduction and the Share Subdivision (collectively, the “ Capital Reorganisation ”), the authorised share capital of the Company shall become HK$400,000,000 divided into 40,000,000,000 New Shares;

• (c) the New Shares shall rank pari passu in all respects with each other and have such rights and subject to such restrictions as set out in the memorandum of association and bye-laws of the Company (the “ Bye-laws ”);

– N-1 –

NOTICE OF SPECIAL GENERAL MEETING

• (d) the directors of the Company (the “ Directors ”) be and are hereby authorised to credit the amount arising from the Capital Reduction to the contributed surplus account of the Company and the Directors may use such amount for such purposes as may be permitted by the applicable laws and the Bye-laws as the Directors consider appropriate; and

• (e) the Directors be hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under the common seal of the Company where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation.”

By order of the Board EMINENCE ENTERPRISE LIMITED Lai Law Kau

Chairman and Chief Executive Officer

Hong Kong, 16 February 2022

Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Block A, 7th Floor Hamilton HM 11 Hong Kong Spinners Building, Phase 6 Bermuda 481–483 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong

Notes:

1. Any shareholder of the Company (the “ Shareholder ”) entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A Shareholder who is the holder of two or more shares of the Company (the “ Share(s) ”) may appoint more than one proxy to represent him/her and on his/her behalf at the Meeting. A proxy need not be a Shareholder. In addition, a proxy or proxies representing either a Shareholder who is an individual or a Shareholder which is a corporation shall be entitled to exercise the same power on behalf of the Shareholder which he/she or they represent(s) as such Shareholder could exercise.

2. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company (the “ Register of Members ”) in respect of such Share shall alone be entitled to vote in respect thereof.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer, attorney or other person duly authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

4. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time for holding the Meeting or any adjourned meeting thereof at which the person named in the instrument proposes to vote and, in default, the instrument of proxy shall not be treated as valid.

– N-2 –

NOTICE OF SPECIAL GENERAL MEETING

1. For determining the entitlement to attend and vote at the Meeting, the Register of Members will be closed from Tuesday, 8 March 2022 to Friday, 11 March 2022 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify to attend and vote at the Meeting, all transfers forms of the Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 7 March 2022, for registration.

2. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

3. All resolution(s) set out in this notice will be taken by poll at the Meeting.

As at the date of this notice, the Board comprises Mr. Lai Law Kau, Ms. Lui Yuk Chu and Mr. Kwong Jimmy Cheung Tim as executive Directors; and Mr. Kan Ka Hon, Mr. Lau Sin Ming and Mr. Wu Koon Yin Welly as independent non-executive Directors.

In case of any inconsistency, the English version of this circular shall prevail over the Chinese version.

– N-3 –