Emperor Capital Group Ltd. — AGM Information 2018

Apr 17, 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all or transferred all your shares in LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, a stockbroker or other registered dealer 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 takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED 陸氏集團（越南控股）有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 366)

CIRCULAR ON

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE BY THE COMPANY OF ITS OWN SHARES

AND

RE-ELECTION OF DIRECTORS

AND

PROPOSAL FOR ADOPTION OF SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

This circular explains the proposed granting of the General Issue Mandate, the Repurchase Mandate, the Extension Mandate, proposal for adoption of Share Option Scheme and re-election of Directors to be passed as ordinary resolutions at the Annual General Meeting of the Company to be held at InterContinental Grand Stanford Hong Kong Hotel, Monet Room, B1 Level, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 3:30 pm on Tuesday 29 May 2018.

A notice convening the Annual General Meeting is set out in pages 28 to 31 of this circular and a form of proxy for use at the Annual General Meeting is enclosed together with this circular.

16 April 2018

CONTENTS

	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE CHAIRMAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE OF
THE COMPANY’S SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTORS
ELIGIBLE TO RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX III
PRINCIPAL TERMS OF SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
APPENDIX IV
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at InterContinental Grand Stanford Hong Kong Hotel, Monet Room, B1 Level, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 3:30 pm on Tuesday 29 May 2018

• “associate”

has the meaning ascribed to it under the Listing Rules

• “Board”

• the board of Directors

• “Bye-laws”

the bye-laws of the Company

• “Company”

Luks Group (Vietnam Holdings) Company Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

• “connected person(s)”

has the meaning ascribed to it under the Listing Rules

• “Directors”

the directors of the Company

“Extension Mandate” The proposed general mandate to be sought at the Annual General Meeting to authorize the Directors to extend the General Issue Mandate and the Repurchase Mandate in the manner as set out in the notice of Annual General Meeting

• “General Issue Mandate” the proposed general mandate to be sought at the Annual General Meeting to authorize the Directors to exercise the power of the Company to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the resolution approving the said mandate

• “Grantee” any participant who accepts an offer in accordance with the terms of the Share Option Scheme or (where the context so permits) a person who is entitled to any such Option in consequence of the death of the original Grantee

• “Group”

the Company and its subsidiaries

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

– 1 –

DEFINITIONS

• “Latest Practicable Date”

• 31 March 2018 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange

• “Option” a right granted to the Grantee to subscribe for Shares granted pursuant to the Share Option Scheme

• “Participants” any director (including executive directors, non-executive directors and independent non-executive directors) and employees of the Group and any advisors, consultants, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters, service providers of any member of the Group who the Board considers, in its sole discretion, have contributed or will contribute to the Group

• “Repurchase Mandate” the proposed general mandate to be sought at the Annual General Meeting to authorize the Directors to exercise the power of the Company to repurchase Shares in the manner as set out in the notice of Annual General Meeting

• “Share Option Scheme”

• the new share option scheme proposed to be approved by the Shareholders at the Annual General Meeting; a summary of the principal terms of the new option scheme is set out in Appendix III to this circular

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)”

• share(s) of HK$0.01 each in the issued share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time)

– 2 –

DEFINITIONS

“Shareholder(s)”

holder(s) of the Share(s)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong

– 3 –

LETTER FROM THE CHAIRMAN

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LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED 陸氏集團（越南控股）有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 366)

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

Executive Directors: Registered Office: Cheng Cheung Clarendon House (Chairman and Chief Executive Officer) 2 Church Street Luk Yan Hamilton HM 11 Fan Chiu Tat, Martin Bermuda Luk Fung Luk Sze Wan Monsie Principal place of business: 5/F., Cheong Wah Factory Building Independent Non-Executive Directors: 39-41 Sheung Heung Road Liang Fang Tokwawan, Kowloon, Hong Kong

Independent Non-Executive Directors: Liang Fang Liu Li Yuan Lam Chi Kuen

Company Secretary:

Fan Chiu Tat, Martin

16 April 2018

To: the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE BY THE COMPANY OF ITS OWN SHARES AND

RE-ELECTION OF DIRECTORS

AND

PROPOSAL FOR ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

– 4 –

LETTER FROM THE CHAIRMAN

INTRODUCTION

The purpose of this circular is to provide you with information with regard to the resolutions to be proposed at the Annual General Meeting relating to, among other matters:

• (a) the granting to the Directors of the General Issue Mandate, the Repurchase Mandate and Extension Mandate;

• (b) re-election of retiring Directors; and

• (c) proposal for adoption of Share Option Scheme.

GENERAL ISSUE MANDATE

It is proposed at the Annual General Meeting that the General Issue Mandate be granted to the Directors to issue new Shares up to 20 per cent of the aggregate nominal amount of Shares in issue as at the date of passing the relevant resolution. There is however no present intention for any issuance of Shares pursuant to the General Issue Mandate to be granted.

As at the Latest Practicable Date, the issued share capital of the Company comprised 505,297,418 Shares. Assuming that there is no change in the issued share capital of the Company between the Latest Practicable Date and the passing of the resolution approving the General Issue Mandate, the maximum number of Shares which may be issued pursuant to the General Issue Mandate on the date of passing the resolution will be 101,059,483 Shares.

GENERAL MANDATE FOR REPURCHASE BY THE COMPANY OF ITS OWN SHARES

On 25 May 2017, a general mandate was given to the Directors to exercise all the powers of the Company to repurchase its own Shares granted in the last annual general meeting which will lapse at the conclusion of the forthcoming Annual General Meeting of the Company. An ordinary resolution will therefore be proposed at the Annual General Meeting to approve the grant of a general mandate to the Directors to repurchase on the Stock Exchange Shares of the Company up to a maximum of 10% of the issued Shares of the Company as at the date of passing the resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 505,297,418 Shares. Assuming that there is no change in the issued share capital of the Company between the Latest Practicable Date and the passing of the resolution approving the Repurchase Mandate, the maximum number of Shares which may be issued pursuant to the Repurchase Mandate on the date of passing the resolution will be 50,529,741 Shares.

– 5 –

LETTER FROM THE CHAIRMAN

An explanatory statement to provide Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required by the Listing Rules concerning the regulation of repurchases by companies of their own securities on the Stock Exchange is set out in Appendix I to this circular.

GENERAL EXTENSION MANDATE

It is recommended that a new Extension Mandate be granted to the Directors permitting them, after the grant of the Repurchase Mandate to add to the General Issue Mandate any Shares representing the aggregate nominal value of the Shares in the Company repurchased pursuant to the Repurchase Mandate.

The authority conferred on the Directors by the General Issue Mandate, the Repurchase Mandate and the Extension Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolution of the Shareholders in general meeting prior to the next annual general meeting.

PROPOSAL FOR ADOPTION OF SHARE OPTION SCHEME

The Directors propose the Company to adopt the Share Option Scheme which will be put to Shareholders for approval at the Annual General Meeting to be held on 29 May 2018. Currently, the Company does not have any share option scheme in operation, nor any outstanding share options being exercisable pursuant to the old share option scheme which has expired on 18 May 2011.

The Share Option Scheme constitutes a share option scheme governed by Chapter 17 of the Listing Rules. The adoption of the Share Option Scheme is conditional upon the approval of the Shareholders at the Annual General Meeting and the approval by the Stock Exchange of the listing and permission to deal in the Shares, representing 10% of the issued share capital of the Company as at the date of Annual General Meeting to be issued pursuant to the exercise of Options granted under the Share Option Scheme. Application will be made to the Stock Exchange by the Company.

No Shareholder has a material interest in the proposed adoption of the Share Option Scheme and therefore no Shareholder is required to abstain from voting at the Annual General Meeting in respect of the proposed resolution to approve the adoption of the Share Option Scheme.

The Directors believe that the Share Option Scheme may continue to provide Grantees with the opportunity to participate in the growth of the Company and reward those Grantees who have made contributions to the success of the Company. The purpose of the Share Option Scheme is to provide incentives to Grantees to contribute further to the Company.

– 6 –

LETTER FROM THE CHAIRMAN

The rules of the Share Option Scheme of the Company do not specify any minimum holding period and/or performance targets before an Option is exercisable as conditions of any Option but provide that the Board is empowered with the authority to determine the terms on which an Option is granted based on each case on relevant factors as the Board in its sole discretion considers appropriate and in accordance with the provisions of the Share Option Scheme. Pursuant to the Listing Rules, the Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other schemes will not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme, being 50,529,741 Shares based on 505,297,418 total issued Shares as at the Latest Practicable Date.

The Directors consider that it is not appropriate to state the value of all options that can be granted pursuant to the Share Option Scheme as if they had been granted at the Latest Practicable Date. The Directors believe that any statement regarding the value of the options as at the Latest Practicable Date will not be meaningful to the Shareholders, taking into account the number of variables which are crucial for the calculation of the option value which have not been determined. Such variables include the exercise price, exercise period, any lock-up period, any performance targets set and other relevant variables. The Share Option Scheme will be valued under new Hong Kong Financial Reporting Standards and the Company will comply with such rule in the preparation of its interim report and annual report.

A summary of the principal terms of the Share Option Scheme is set out in the Appendix III of this circular. This serves as a summary of the principal terms of the Share Option Scheme but does not constitute the full terms of the same. The full terms of the Share Option Scheme can be inspected at the principal place of business of the Company at 5/F., Cheong Wah Factory Building, 39-41 Sheung Heung Road, Tokwawan, Kowloon, Hong Kong, from the date of this circular up to and including the date of the Annual General Meeting and at the Annual General Meeting.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Inter Continental Grand Stanford Hong Kong Hotel, Monet Room, B1 Level, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 3:30 pm on Tuesday 29 May 2018 is set out as Appendix IV on pages 28 to 31 of this circular and a form of proxy for use at the Annual General Meeting is herein enclosed. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s principal place of business in Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof if they so wish.

– 7 –

LETTER FROM THE CHAIRMAN

DEMAND BY POLL

Pursuant to Article 66 of the existing Bye-laws, at any general meeting, a poll may be demanded in respect of a resolution put to the vote at the meeting by:–

• (a) the chairman of such meeting; or

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

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

• (d) a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares in which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

RE-ELECTION OF DIRECTORS

In accordance with Article 87 of the Bye-laws, Mr. Luk Fung and Miss Luk Sze Wan Monsie will retire by rotation and being eligible, will offer themselves for re-election at the Annual General Meeting.

Pursuant to the Code on Corporate Governance Practices under the Listing Rules, any further appointment of independent non-executive director serving more than 9 years should be subject to a separate resolution to be approved by Shareholders. Mr. Liang Fang and Mr. Liu Li Yuan are independent non-executive Directors serving on the Board for more than 9 years. Separate resolution will be proposed for their respective re-election at the Annual General Meeting. The Board considers that Mr. Liang Fang and Mr. Liu Li Yuan continue to be independent as they have satisfied all the criteria for independence set out in rule 3.13 of the Listing Rules.

Biographical details of the above Directors are set out in Appendix II of this circular.

– 8 –

LETTER FROM THE CHAIRMAN

RECOMMENDATION

The Directors consider that the granting of the General Issue Mandate, the Repurchase Mandate, the Extension Mandate, the re-election of retiring Directors, proposal for adoption of Share Option Scheme are all in the best interests of the Company and Shareholders and accordingly recommend that you should vote in favour of the resolutions referred to above to be proposed at the Annual General Meeting.

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 and its Subsidiaries. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, By Order of the Board Cheng Cheung Chairman

– 9 –

EXPLANATORY STATEMENT ON REPURCHASE OF THE COMPANY’S SHARES

APPENDIX I

This explanatory statement contains all the information required pursuant to rule 10.06(1)(b) and other relevant provisions of the Listing Rules.

THE SHARE REPURCHASE RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions. In this regard, the definition of “Shares” in the Listing Rules would, include shares of all classes and securities which carry a right to subscribe or purchase Shares of the Company.

EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 505,297,418 existing Shares of the Company in issue as at the Latest Practicable Date and on the basis that no new Shares of the Company are issued or repurchased prior to the date of the resolution approving the Repurchase Mandate could accordingly result in up to 50,529,741 Shares of the Company being repurchased by the Company during the course of the period from the date of resolution granting the Repurchase Mandate until the earlier of the conclusion of the first Annual General Meeting of the Company following the passing of the said resolution or the revocation or variation of the existing repurchase mandate by Shareholders of the Company in general meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares of the Company in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

Repurchases must be funded entirely from the Company’s available cash flow or working capital facilities, which will be funds legally available for the purchase in accordance with the Byelaws of the Company and the applicable laws of Hong Kong and Bermuda. Under Bermuda law, no Shares shall be repurchased except out of the capital paid up therein or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares. If a premium is payable, it shall be provided for out of fund of the Company which would otherwise be available for dividend or distribution or out of the Company’s share premium account.

– 10 –

EXPLANATORY STATEMENT ON REPURCHASE OF THE COMPANY’S SHARES

APPENDIX I

On the basis of the combined net tangible assets of the Group as at 31 December 2017, being the balance sheet date for the latest published audited accounts of the Company and taking into account the current working capital position of the Company, the Directors consider that no material adverse effect on the working capital and gearing position of the Company may result in the event that the Repurchase Mandate was to be exercised in full in the period before the Repurchase Mandate expires. The Directors however do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

UNDERTAKING

None of the Directors, and to the best of their knowledge having made all reasonable enquiries, any associates of any Director, have any present intention in the event that the Repurchase Mandate is approved by Shareholders to sell any of the Shares of the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

No connected person of the Company has notified the Company that he has a present intention to sell Shares of the Company, or has undertaken not to do so, if the Repurchase Mandate was approved by the Shareholders.

THE TAKEOVERS CODE

If, as a result of a Share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert could as a result of increase of its or their interests, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

– 11 –

EXPLANATORY STATEMENT ON REPURCHASE OF THE COMPANY’S SHARES

APPENDIX I

The following table set out the interests of substantial Shareholders which fall to be disclosed to the Company under Part XV of the SFO as at the Latest Practicable Date:–

							Percentage of
		Directly	Family	Through	Through		the Company’s
		beneficially	interest held	controlled	Trustee of	Total no. of	issued share
Name	Note	owned	by spouse	corporation	a Trust	shares held	capital
Cheng Cheung
(“Madam Cheng”)	(1)	20,942,800	–	36,912,027	–	57,854,827	11.45
CC (Holdings)
Limited	(1)	36,912,027	–	–	–	36,912,027	7.31
Luks Family (PTC)
Limited	(2)	272,824,862	–	–	–	272,824,862	53.99
Luk Yan	(2)	3,070,800	174,000	–	272,824,862	276,069,662	54.64
Luk Ngai	(2)	3,390,000	–	–	272,824,862	276,214,862	54.66
Luk Fung	(2)	3,229,600	–	–	272,824,862	276,054,462	54.63
Luk Sze Wan Monsie	(2)	1,300,000	–	–	272,824,862	274,124,862	54.25

Notes:

• (1) Madam Cheng’s interest included a corporate interest in CC (Holdings) Limited (a company which is 100% beneficially owned by Madam Cheng) held 36,912,027 Shares.

• (2) Luks Family (PTC) Limited as trustee of The Luks Family Trust, held 272,824,862 Shares. Each of Mr. Luk Yan, Mr. Luk Ngai, Mr. Luk Fung and Ms. Luk Sze Wan Monsie was the beneficiary of The Luks Family Trust and thus was deemed to have been interests in 272,824,862 Shares.

As at the Latest Practicable Date, the aggregate Shares held by Madam Cheng, CC (Holdings) Limited, Luks Family (PTC) Limited, Mr. Luk Yan, Mr. Luk Ngai, Mr. Luk Fung and Ms. Luk Sze Wan Monsie was 341,670,089 shares, representing 67.62% of the current issued capital of the Company. In the event that the Repurchase Mandate is exercised in full, the aggregate percentage shareholding in Shares held by Madam Cheng, CC (Holdings) Limited, Luks Family (PTC) Limited, Mr. Luk Yan, Mr. Luk Ngai, Mr. Luk Fung and Ms. Luk Sze Wan Monsie would be increased to approximately 75.13% of the current issued share capital of the Company as adjusted for such repurchase. Such an increase would be treated as an acquisition of voting rights for the purposes of the Takeovers Code but would not give rise to an obligation on the part for each of Madam Cheng, CC (Holdings) Limited or Luks Family (PTC) Limited, Mr. Luk Yan, Mr. Luk Ngai, Mr. Luk Fung and Ms. Luk Sze Wan Monsie to make a mandatory offer under Rule 26 and 32 of the Takeovers Code. However, the share capital of the Company in public hands would be reduced to less than 25%. The Directors have no present intention to exercise the Repurchase Mandate to extent that the aggregate percentage of Shares held by public shareholders would amount to less than 25% of the issued share capital of the Company from time to time.

– 12 –

EXPLANATORY STATEMENT ON REPURCHASE OF THE COMPANY’S SHARES

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares of the Company have traded on the Stock Exchange for the twelve months preceding the Latest Practicable Date:–

	Shares
	Highest	Lowest
	(HK$)	(HK$)
March 2017	2.79	2.71
April 2017	2.76	2.65
May 2017	2.72	2.62
June 2017	2.73	2.47
July 2017	2.66	2.47
August 2017	2.59	2.41
September 2017	2.70	2.42
October 2017	2.75	2.57
November 2017	2.62	2.50
December 2017	2.52	2.40
January 2018	2.58	2.49
February 2018	2.49	2.30
March 2018	2.54	2.42

REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Share has been made by the Company in the 6 months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

– 13 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS ELIGIBLE TO RE-ELECTION

APPENDIX II

This Appendix contains the biographical details of the Directors eligible to re-election at the Annual General Meeting that are required by the Listing Rules to be disclosed to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the re-election of Directors.

Mr. Luk Fung , aged 49, is an Executive Director of the Company. He is a holder of a MBA degree from The Chinese University of Hong Kong. He has years of experience in the financial services industry prior to joining the Group. He is the General Manager of Luks Cement (Vietnam) Company Limited, a wholly-owned subsidiary of the Group and is responsible for the development of the cement business of the Group. He has been with the Group for 18 years. Mr. Luk also holds directorship in various subsidiaries of the Group. He is a son of Madam Cheng Cheung, a younger brother of Mr. Luk Yan and an elder brother of Ms. Luk Sze Wan, Monsie, who are all Executive Directors of the Company.

As at the Latest Practicable Date, Mr. Luk has an interest in 276,054,462 Shares, representing 54.63% of the current issued capital of the Company. The interest included a personal interest of 3,229,600 Shares, and a deemed interest of 272,824,862 Shares which was held by Luks Family (PTC) Limited, being trustee of The Luks Family Trust, in which Mr. Luk was one of the beneficiaries together with Mr. Luk Yan, Mr. Luk Ngai and Ms. Luk Sze Wan Monsie. Save as disclosed, Mr. Luk does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Luk has not entered into any service contract with the Company nor has any specific length of appointment but he is subject to retirement by rotation and re-election in accordance with the Bye-laws.

The amount of director’s remuneration paid to Mr. Luk by the Company for the year 2017 was HK$2,813,407 and he is entitled to bonus payment of HK$181,029. Mr. Luk’s remuneration will be determined by reference to his duties and responsibilities with the Company and by the remuneration committee of the Company. Save as disclosed above, Mr. Luk has not held any directorship in any public listed companies in the last three years or any other positions with the Group.

Save as disclosed, there are no other matters relating to his re-election that need to be brought to the attention of Shareholders and there is no information which is required to be disclosed pursuant to (h) to (v) of rule 13.51(2) under the Listing Rules.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS ELIGIBLE TO RE-ELECTION

APPENDIX II

Miss Luk Sze Wan, Monsie , aged 41, is an Executive Director of the Company. Ms. Luk holds a Bachelor of Arts Degree from The University of Hong Kong. She has been working for the Group for over 11 years. She has been holding the position of the Investor Relations Director, being responsible for investor relations of the Group. Ms. Luk is also in charge of the hotel development project of the Group. She also holds directorship in various subsidiaries of the Group. She is the daughter of Madam Cheng Cheung and the younger sister of Mr. Luk Yan and Mr. Luk Fung, who are all Executive Directors of the Company.

As at the Latest Practicable Date, Miss Luk has an interest in 274,124,862 Shares, representing 54.25% of the current issued capital of the Company. The interest included a personal interest of 1,300,000 Shares, and a deemed interest of 272,824,862 Shares which was held by Luks Family (PTC) Limited, being trustee of The Luks Family Trust, in which Miss Luk was one of the beneficiaries together with Mr. Luk Yan, Mr. Luk Ngai and Mr. Luk Fung. Save as disclosed, Miss Luk does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Miss Luk has not entered into any service contract with the Company nor has any specific length of appointment but she is subject to retirement by rotation and re-election in accordance with the Bye-laws.

The amount of director’s remuneration paid to Miss Luk by the Company for the year 2017 was HK$1,140,000 and she is not entitled to any bonus payment. Miss Luk’s remuneration will be determined by reference to her duties and responsibilities with the Company and by the remuneration committee of the Company. Save as disclosed above, Miss Luk has not held any directorship in any public listed companies in the last three years or any other positions with the Group.

Save as disclosed, there are no other matters relating to his re-election that need to be brought to the attention of Shareholders and there is no information which is required to be disclosed pursuant to (h) to (v) of rule 13.51(2) under the Listing Rules.

Mr. Liang Fang , aged 66, is an independent non-executive Director of the Company and also a member of the Company’s audit committee, remuneration committee and nomination committee. Mr. Liang graduated from the Massachusetts Institute of Technology of the USA with a MBA degree.

Mr. Liang who has served on the Board for more than 14 years, confirmed that he has satisfied all factors set out in rule 3.13 of the Listing Rules in assessing his independence.

Mr. Liang does not have any interest in any Shares or underlying Shares of the Company within the meaning of Part XV of the SFO, Mr. Liang has not entered into any service contract with the Company.

– 15 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS ELIGIBLE TO RE-ELECTION

APPENDIX II

Mr. Liang is subject to retirement by rotation and re-election in accordance with the Byelaws and in accordance with the Code on Corporate Governance Practices under the Listing Rules. The amount of director’s remuneration paid to Mr. Liang by the Company for the year of 2017 was HK$100,000. Mr. Liang is not entitled to any bonus payment and his remuneration is fixed with reference to his experience, responsibilities in the Company and prevailing market level of remuneration.

Mr. Liang is not connected with any Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed above, Mr. Liang has not held any directorship in any public listed companies in the last three years or any other positions with the Group.

Save as disclosed, there are no other matters relating to his re-election that need to be brought to the attention of Shareholders and there is no information which is required to be disclosed pursuant to (h) to (v) of rule 13.51(2) under the Listing Rules.

Mr. Liu Li Yuan , aged 67, is an independent non-executive Director of the Company and also a member of the Company’s audit committee, remuneration committee and nomination committee. Mr. Liu is a graduate with a Diploma from the Faculty of Law of the University of Beijing. He is currently a Director of a property investment and management company in the People’s Republic of China.

Mr. Liu who has served on the Board for more than 14 years, confirmed that he has satisfied all factors set out in rule 3.13 of the Listing Rules in assessing his independence.

Mr. Liu does not have any interest in any Shares or underlying Shares of the Company within the meaning of Part XV of the SFO. Mr. Liu has not entered into any service contract with the Company.

Mr. Liu is subject to retirement by rotation and re-election in accordance with the Byelaws and in accordance with the Code on Corporate Governance Practice under the Listing Rules. The amount of director’s remuneration paid to Mr. Liu by the Company for the year of 2017 was HK$100,000, Mr. Liu is and he is not entitled to any bonus payment and his remuneration is fixed with reference to his experience, responsibilities in the Company and prevailing market level of remuneration.

Mr. Liu is not connected with any Directors, senior management or substantial or controlling Shareholders of the Company. Except for the aforesaid appointment, Mr. Liu has not held any directorship in any public listed companies in the last three years or any other positions with the Group.

Save as disclosed, there are no other matters relating to his re-election that need to be brought to the attention of Shareholders and there is no information which is required to be disclosed pursuant to (h) to (v) of rule 13.51(2) under the Listing Rules.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

SHARE OPTION SCHEME

The following is a summary of the principal terms of the Share Option Scheme proposed to be approved at the Annual General Meeting.

(a) Purpose of the Share Option Scheme

The purpose of the Share Option Scheme is to provide the Company with a flexible and effective means of rewarding, remunerating, compensating and/or providing benefits and incentives to Participants in order to recognise and acknowledge the contributions that the Participants had or may have made to the Group. The Share Option Scheme will provide Participants an opportunity to have a personal stake in the Company with the view of motivating, attracting and retaining Participants whose contributions are or will be beneficial to the long-term growth of the Group.

(b) Who may join

On and subject to the terms of the Share Option Scheme and the requirements of the Listing Rules, the Board may offer to grant an option to any Participants who, in the sole opinion of the Board, will contribute or have contributed to the Company and/or any of the subsidiaries.

(c) Option period, performance target and minimum period

The Share Option Scheme shall be valid and effective for a period of 10 years from the date of adoption, after which period no further Option will be offered or granted but in respect of all Options which remain exercisable at the end of such period, the provisions of the Share Option Scheme shall remain in full force and effect. An Option may be exercised in accordance with the terms of the offer letter for the grant of an Option at any time during a period commencing on or after the date on which the Option is accepted and deemed to be granted and expiring on a date to be notified by the Board to each Grantee which shall not be more than 10 years from the date on which the offer for the grant of the Option is made to the Grantee.

There is no general requirement on minimum holding period or performance targets before an Option may be exercised. Unless the Board otherwise determines to provide restrictions on the exercise of an Option during the relevant Option period which are stated in the offer letter to a Grantee, a Grantee is not required to achieve any performance targets or to hold an Option for a minimum period before the Option can be exercised.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(d) Administration

The Share Option Scheme shall be subject to the administration of the Board whose decision shall be final and binding on all parties. Subject to the requirements of the Listing Rules, the Board shall have the right to:

• (i) interpret and construe the provisions of the Share Option Scheme;

• (ii) determine the persons who will be awarded Options under the Share Option Scheme, the minimum period of the Options to be held, the number of Shares to be issued under the Option and the subscription price;

• (iii) make such appropriate and equitable adjustments to the terms of Options granted under the Share Option Scheme as it deems necessary, and

• (iv) make such other decisions, determinations or regulations as it shall deem appropriate in the administration of the Share Option Scheme.

(e) Grant of Option

On and subject to the terms of the Share Option Scheme and all applicable statutory requirements, the Board shall be entitled at any time within 10 years commencing on the date of adoption of the Share Option Scheme to make an offer to any Participant as the Board may in its absolute discretion select to subscribe for such number of Shares as the Board may determine at the subscription price.

A grant of Options shall not be made after an inside information event has come to the knowledge of the Company until it has announced such inside information pursuant to the requirements of the Listing Rules and the SFO. In particular, during the period of one month immediately preceding the earlier of:

• (i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly, or any other interim period (whether or not required under the Listing Rules); and

• (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcements, no Option may be granted. Such period shall cover any period of delay in the publication of a results announcement.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(f) Payment on acceptance of Option offer

The grant of an Option shall be deemed to have been accepted when the duplicate of the offer letter comprising acceptance of the offer duly signed by the Grantee with the number of Shares in respect of which the offer is accepted clearly stated therein together with a remittance in favour of the Company of $1.00 by way of consideration for the grant thereof is received by the Company within 28 days from the offer date or within such other period of time as may be determined by the Board pursuant to the Listing Rules. Such remittance shall in no circumstances be refundable nor deemed to be part of the subscription price.

As soon as possible upon an offer of the grant of an Option, the Company must publish an announcement relating to the terms of the offer in accordance with the Listing Rules setting out the following details:

• (i) the date of the offer;

• (ii) the subscription price of the Options granted;

• (iii) the number of Options granted;

• (iv) the market price of the Shares on the date of the offer;

• (v) where any of the Grantee is a Director, chief executive or substantial shareholder of the Company, or an associate of any of them, the names of such Grantees and the number of Options granted to each of them; and

• (vi) the validity period of the Options.

(g) Subscription price

The subscription price in respect of any particular Option shall be such price as the Board may in its absolute discretion determine at the time of grant of the relevant Option but the subscription price shall be at least the higher of (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a business day; (ii) the average closing prices of the Shares as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the date of grant; and (iii) the nominal value of a Share.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(h) Rights are personal to Grantee

An Option shall be personal to the Grantee and shall not be assignable or transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interests (legal or beneficial) in favour of any third party over or in relation to any Option. Any breach of the foregoing shall entitle the Company to cancel any outstanding Options or any part thereof granted to such Grantee (to the extent not already exercised) without incurring any liability on the part of the Company.

(i) Rights attaching to Shares allotted

The Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the Bye-laws of the Company for the time being in force and will rank pari passu in all respects with the existing fully paid Shares in issue on the date of allotment and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment, provided always that when the date of exercise of the Option falls on a date upon which the register of shareholders of the Company is closed, then the exercise of the Option shall become effective on the first day on which the register of shareholders of the Company is re-opened.

(j) Rights on ceasing employment

If a Grantee ceases to be an employee, executive or other officer of the Company by reason of his/her resignation or retirement from employment or appointment on grounds other than death or certain other ground specified in paragraph (l) below, the Grantee may exercise the Option up to the Grantee’s entitlement at the date of cessation (to the extent of which has become exercisable and not already exercised) within the period of one month from the date of such cessation, or such longer period as the Board may determine, failing which the Option will lapse.

(k) Rights on death

If the Grantee dies before exercising his Option in full and none of certain events specified in paragraph (l) below which would be a ground for termination of his employment or engagement arises, his legal personal representative shall be entitled to exercise the Option up to the entitlement of such Grantee as at the date of death or within a period of 12 months or such longer period as the Board may determine from the date of his death.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(l) Rights on summary dismissal

If the Grantee (if an employee or director of the Company or another member of the Group) ceases to be a Participant by reason of the termination of his employment or directorship on the grounds that the Grantee has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has committed any act of bankruptcy or has become insolvent or has made any arrangements or compromise with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or on any other grounds on which an employer would be entitled to terminate his employment summarily, his Option will automatically lapse on the date of cessation.

(m) Right on takeover

If a general offer by way of takeover is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror), and the offer becomes or is declared unconditional in all respects, the Grantee shall be entitled to exercise the Option (to the extent not already exercised) at any time within one month after the date on which the offer becomes or is declared unconditional.

(n) Rights on voluntary winding-up of the Company

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith after it dispatches such notice to each member of the Company give notice thereof to all Grantees and thereupon, each Grantee (or his legal personal representative(s)) may, subject to the provisions of all applicable laws, by notice in writing to the Company, accompanied by the remittance of the subscription price in respect of the relevant Option (such notice to be received by the Company not later than two business days prior to the proposed general meeting of the Company) exercise the Option (to the extent which has become exercisable and not already exercised) whether in full or in part and the Company shall as soon as possible and, in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot and issue such number of Shares to the Grantee which falls to be issued on such exercise credited as fully paid and register the Grantee as holder of such Shares.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(o) Rights on a compromise or arrangement

If a compromise or arrangement between the Company and its members or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to all Grantees on the same date as it dispatches to each member or creditor of the Company a notice summoning the meeting to consider such a compromise or arrangement, and thereupon each Grantee (or his legal personal representative(s)) shall be entitled to exercise all or any of his Options in whole or in part (to the extent which has become exercisable and not already exercised) until the expiry of the period commencing with such date and ending with the earlier of the date 2 calendar months thereafter or the date on which such compromise or arrangement is sanctioned by the court. Any Option not so exercised will lapse at the end of that period.

(p) Lapse of Option

An Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of

• (i) the expiry of the Option period;

• (ii) the expiry of any of the periods referred to in paragraphs (k), (l), (m) and (n) or as the case may be, the time from which the Grantee ceases to be a Grantee pursuant to paragraph (j) and (l);

• (iii) the date on which the Board certifies that there has been a breach of paragraph (h);

• (iv) the date of the commencement of the winding-up of the Company;

• (v) the date on which the Option is cancelled; and

• (vi) subject to the scheme of arrangement (referred to in paragraph (o)) becoming effective, the expiry of the period for exercising the Option as referred to in paragraph (o).

A resolution of the Board to the effect that the employment of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph shall be conclusive and binding on the Grantee, and where appropriate, his legal representative(s).

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(q) Maximum number of Shares available under the Share Option Scheme

(i) Overriding Limit

The limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other schemes must not exceed 30% of the Shares in issue from time to time. No Options may be granted under any schemes of the Company if this will result in the limit being exceeded.

(ii) Mandate Limit

In addition to the limit set out in this sub-paragraph (i) above and prior to the approval of a renewed mandate limit as referred to in this sub-paragraph (iii) below, the total number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and any other schemes must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme, being 50,529,741 Shares (“Mandate Limit”) based on 505,297,418 total issued Shares as at the Latest Practicable Date and assuming there is no change in the issued share capital of the Company prior to the date of adoption of the Share Option Scheme. Options lapsed in accordance with the terms of the Share Option Scheme or any other schemes will not be counted for the purpose of calculating the 10% limit.

(iii) Renewing of Mandate Limit

The Company may by ordinary resolutions of the Shareholders renew the Mandate Limit. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the schemes of the Company under the limit as renewed must not exceed 10% of the Shares in issue (“the Renewal Limit”) as at the date of approval of renewing the limit. Options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the schemes of the Company or exercised options) will not be counted for the purpose of calculating the limit as renewed. The Company shall send a circular to its shareholders containing the information required under rule 17.02(2)(d) and the disclaimer required under rule 17.02(4) of the Listing Rules for the purpose of seeking the approval of the Shareholders.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(iv) Grant to specified participants

The Company may authorise the Directors of the Company to grant Options to specified Participants beyond the Mandate Limit or the Renewal Limit if the grant of such Options is specifically approved by the shareholders of the Company in general meeting. In such case, the Company shall send a circular to its shareholders containing a generic description of the specified Participants who may be granted such Options, the number and terms of the Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the terms of the Options serve such purpose, and such other information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer required under Rule 17.02(4) of the Listing Rules.

(v) Limit for Grantee

Unless approved by the Shareholders as set out in this sub-paragraph, the total number of Shares issued and to be issued upon exercise of Options (whether exercised or outstanding) in any 12-month period granted to each Grantee must not exceed 1% of the Shares in issue. If any further grant of Options to any Grantee would result in the Shares issued and to be issued upon exercise of all Options and to be granted to such Grantee (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the Shares in issue, such grant shall be separately approved by the Shareholders in general meeting with the relevant Grantee and his associates abstaining from voting. The Company shall send a circular to the Shareholders disclosing the identity of the Grantee, the number and terms of the Options to be granted (and options previously granted to such Grantee) and information required under rule 17.02(2) (d) and the disclaimer as required under rule 17.02(4) of the Listing Rules. The number and terms (including the exercise price) of Options to be granted to such Grantee must be fixed before Shareholders’ approval and the date of board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price of these Options.

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PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

(r) Effects of reorganization of capital structure

In the event of a capitalization issue, rights issue, subdivision or consolidation of the Shares or reduction of the capital of the Company, whilst any Option may remain exercisable corresponding adjustments (if any) shall be made to the number and/or nominal amount of Shares subject to the Option so far as unexercised; the subscription price; and/or the maximum number of Shares referred to in paragraph (q) above, as the auditors or an independent financial adviser shall certify in writing to the Board either generally or as regards any particular Grantee, to be in their opinion fair and reasonable, provided that any such alterations shall satisfy the requirements set out in the note to Rule 17.03(13) of the Listing Rules and shall give a Grantee the same proportion of the issued share capital of the Company as that to which he was previously entitled, but so that no such alterations shall be made the effect of which would be to enable any Share to be issued at less than its nominal value. The capacity of the independent financial adviser or the Auditors in this paragraph is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final, conclusive and binding on the Company and the Grantees. The costs of the independent financial adviser or the Auditors shall be borne by the Company. Notice of such alteration(s) (if any) shall be given to the Grantees by the Company. In respect of any such alteration, the independent financial advisor or the auditor shall confirm in writing to the Directors of the Company that the alteration satisfy the requirements set out in Rule 17.03(13) of the Listing Rules and any supplementary guidance or practice notes and/or such other requirement prescribed under the Listing Rules from time to time.

(s) Alteration to the Share Option Scheme

The Share Option Scheme may be altered in any respect by a resolution of the Board save and except the following which shall be approved by the Shareholders of the Company in general meetings,

• (i) alterations to the terms and conditions of the Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules to the advantage of the Grantees;

• (ii) alterations to the terms and conditions of the Share Option Scheme, which are of a material nature and any change to the terms of the Option granted except where the alteration takes effect automatically under the existing terms of the Share Option Scheme.

• (iii) any change to the authority of the Board or administrations in relation to any alteration to the terms of the Share Option Scheme.

– 25 –

PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

The terms of the Share Option Scheme and/or any Option amended pursuant to this paragraph shall comply with the applicable requirements of Chapter 17 of the Listing Rules. In addition, no such alteration shall operate to affect adversely the terms of the issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Grantees as would be required of Shareholders under the Bye-laws for a variation of the rights attached to the Shares.

(t) Termination of Share Option Scheme

The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the Share Option Scheme and in such event no further Option will be offered after the Share Option Scheme is terminated but in all other respects the provisions of the Share Option Scheme shall remain in full force an effect. All Options granted prior to such termination and not then exercised shall remain valid and exercisable.

(u) Offers made to a director, chief executive or a substantial shareholder of the Company or any of their respective associates

Subject to sub-paragraphs (q)(iv) and (q)(v) above, but only insofar as and for so long as the Listing Rules require, where any offer of an Option is proposed to be made to a Director, chief executive of a substantial shareholder of the Company or any of their respective associates, such offer must first be approved by the independent non-executive Directors of the Company (excluding the independent non-executive Director who is the Grantee of an Option). As regards grant to employees (who may be a Director or chief executive of the Company) who is also a substantial shareholder or an independent non-executive Director, please refer to the note below.

• Note: Insofar and for so long as the Listing Rules so require, unless specifically approved by the Shareholders in general meeting, no option may be granted to any employee who is also a substantial shareholder of the Company, or an independent non-executive Director of the Company or any of their respective associates, which would result in the Shares issued and to be issued upon exercise of all options already granted or to be granted (including options exercised, cancelled and outstanding) to such person under the Share Option Scheme and any other scheme(s) of the Company in the 12-month period up to and including the date of such grant:

• (a) representing in aggregate over 0.1% of the issued share capital of the Company; and

• (b) having an aggregate value, based on the closing price of the Shares at the date of such grant, in excess of HK$5,000,000.

Such further grant of Options by the Board must be approved by the Shareholders of the Company in general meeting (the vote on such approval to be taken on a poll). The Grantee, his associates and all connected persons of the Company must abstain from voting on the resolution to approve such further grant of Options, except that such a connected person may vote against such resolution. Pursuant to Rule 13.39(4) of the Listing Rules, any vote taken at the general meeting to approve the grant of such Options must be taken on a poll.

– 26 –

PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

APPENDIX III

The circular to be issued by the Company to the Shareholders shall contain the following information:

• (a) details of the number and terms (including the Subscription Price) of the Options to be granted to each Participant, which must be fixed before the Shareholders’ meeting, and the date of the Board meeting for proposing such further grant is to be taken as the date of grant for the purpose of calculating the subscription price;

• (b) a recommendation from the independent non-executive Directors of the Company (excluding the independent non-executive Director who is the Grantee) to the independent shareholders as to voting;

• (c) the information required under Rules 17.02(2)(c) and (d) and the disclaimer required under Rule 17.02(4) of the Listing Rules; and

• (d) the information required under Rule 2.17 of the Listing Rules.

Any change in the terms of Options granted to a Participant who is a substantial shareholder of the Company or an independent non-executive Director, or any of their respective associates, must be approved by the Shareholders at general meeting. The requirements for the granting of Options to a director or chief executive of the Company set out in this paragraph do not apply where the Participant is only a proposed Director or chief executive of the Company. Furthermore, the Company shall send a circular to the Shareholders with details as set out in accordance with rule 17.04 of the Listing Rules.

(v) Cancellation of Option

The Board may, with the consent of the relevant Grantee and such consent shall not be unreasonably withheld, at any time cancel any Option granted but not exercised. Where the Company cancels Options and offers new Options to the same Grantee, the offer of such new Options may only be made under this Scheme with available Options (to the extent not yet granted and excluding the cancelled Options) within the limit approved by the Shareholders of the Company.

– 27 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at InterContinental Grand Stanford Hong Kong Hotel, Monet Room, B1 Level, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 3:30 pm on Tuesday 29 May 2018 to transact the following ordinary business:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31st December 2017.

2. To declare a final dividend for the year ended 31st December 2017.

3. (i) to re-elect Mr. Luk Fung as an executive Director of the Company;

4. (ii) to re-elect Miss Luk Sze Wan Monsie as an executive Director of the Company;

5. (iii) to re-elect Mr. Liang Fang as an independent non-executive Director of the Company;

6. (iv) to re-elect Mr. Liu Li Yuan as an independent non-executive Director of the Company; and

7. (vi) to authorize the Board of Directors to fix the Directors’ remuneration.

8. To appoint Auditors and to authorise the Board of Directors to fix their remuneration.

and by way of special business to consider, and if thought fit, pass with or without amendments the following resolutions as:

Ordinary Resolutions

1. “ THAT the Directors be and are hereby granted an unconditional general mandate to repurchase Shares issued by the Company in accordance with all applicable laws and subject to the following conditions:

2. (a) such mandate should not extend beyond the Relevant Period (defined in subparagraph (c) below);

3. (b) the aggregate nominal amount of Shares purchased or agreed conditionally or unconditionally to be purchased by the Directors of the Company pursuant to this Resolution should not exceed 10% of the aggregate nominal amount of the Shares of the Company in issue at the date of passing of this Resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

• (c) for the purpose of this Resolution:

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

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

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda 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.”

1. “ THAT the Directors be and are hereby granted an unconditional general mandate to issue and allot additional Shares in the capital of the Company or securities convertible into Shares, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

2. (a) such mandate should not extend beyond the Relevant Period (defined in subparagraph (c) below) save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

3. (b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors, otherwise than pursuant to a Rights Issue (as defined in subparagraph (c) below) or pursuant to the grant or exercise of options issued under any share option scheme adopted by the Company or pursuant to any scrip dividend scheme or with the consent of the Company in general meeting, should not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution; and

4. (c) for the purpose of this Resolution:

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

• (i) the conclusion of the next Annual General Meeting of the Company;

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

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

• (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 of the Company 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 exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

1. “ THAT the general mandate granted to the Directors to issue and dispose of additional Shares pursuant to Ordinary Resolution 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 5 set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this Resolution.”

2. “ THAT conditional upon Stock Exchange granting approval of the listing of and permission to deal in the Shares falling to be issued pursuant to the exercise of any options granted under the Share Option Scheme referred to in the circular dispatched to the Shareholders on the same day as this Notice, the principal terms of which are set out in the printed document marked “A” now produced to the Meeting and for the purpose of identification signed by the Chairman hereof (the “Share Option Scheme”), the Share Option Scheme be approved and adopted to be the share option scheme for the Company and that the Directors of the Company be authorized to grant options thereunder and to allot and issue shares pursuant to the Share Option Scheme and take all such steps as may be necessary or desirable to implement such Share Option Scheme.”

By Order of the Board Martin Fan Company Secretary

Hong Kong, 16 April 2018

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

Notes:

• (1) A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy needs not be a member of the Company.

• (2) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s principal place of business at 5/F., Cheong Wah Factory Building, 39-41 Sheung Heung Road, Kowloon, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be), i.e. Friday 25 May 2018 before 3:30 p.m..

• (3) The Directors recommended a final dividend of HK6 cents (2016: HK6 cents) per share and the Register of Members will be closed for the following periods:

• (a) To ascertain shareholder’s eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday 24 May 2018 to Tuesday 29 May 2018, both dates inclusive, during which period no transfers of shares shall be effected. In order to qualify for attending and voting at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration before 4:30 p.m. on Wednesday 23 May 2018.

• (b) To ascertain shareholder’s entitlement to the proposed final dividend upon the passing of the resolution no. 2 set out in the notice of the Annual General Meeting, the register of members of the Company will be closed from Monday 4 June 2018 to Thursday 7 June 2018, both dates inclusive, during which period no transfers of shares shall be effected. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration before 4:30 p.m. on Friday 1 June 2018.

• (c) The proposed final dividend will be paid to shareholders whose names appear on the Register of Members on Thursday 7 June 2018 and the payment date of the dividend is expected to be Thursday 21 June 2018.

• (4) With regard to Ordinary Resolution 6 and 7 above, the Directors wish to state that they have no immediate plans to issue any new Shares of the Company.

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