eprint Group Limited — AGM Information 2014

Jul 9, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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eprint GROUP LIMITED eprint集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1884)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of eprint Group Limited (the “Company”) to be held at Room 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 8 August 2014 at 10:00 a.m., at which, among other things, the above proposals will be considered, is set out on pages 18 to 21 of this circular.

Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

10 July 2014

CONTENTS

	Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory Statement on Repurchase Mandate . . . . . . . .	6
Appendix II – Details of the Directors proposed to be re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

RESPONSIBILITY STATEMENT

This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), having made all reasonable enquires, 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.

– ii –

DEFINITIONS

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

• “AGM”

the annual general meeting of the Company to be convened and held at Room 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 8 August 2014 at 10:00 a.m.

• “Articles”

• the articles of association of the Company as amended from time to time

• “associates”

has the meaning as defined under the Listing Rules

• “Board”

• the board of Directors

• “Company”

eprint Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• “Director(s)”

director(s) of the Company

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

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

• “Issue Mandate”

a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with shares in the capital of the Company of up to 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate

• “Latest Practicable Date”

3 July 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate “SFO” Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) “Share(s)” ordinary shares of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers and Share Repurchases “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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eprint GROUP LIMITED eprint集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1884)

Executive Directors: Mr. She Siu Kee William (Chairman and Chief Executive Officer) Mr. Tsui Pak Wai Mr. Fung Hong Keung

Non-executive Directors: Mr. Lam Shing Kai Mr. Leung Wai Ming Mr. Leung Yat Pang Mr. Chong Cheuk Ki

Independent Non-Executive Directors: Dr. Lung Cheuk Wah Mr. Chan Chi Yu Mr. Chi Man Shing Stephen Ms. Luk Mei Yan

Registered Office: 4th Floor, Harbour Place 103 South Church Street George Town P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Flat A3, 1/F., Phase 3 Kwun Tong Industrial Centre 448-458 Kwun Tong Road Kwun Tong, Kowloon Hong Kong

10 July 2014

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed to seek approval of the Shareholders at the AGM including, among other matters, (i) the ordinary resolutions granting to the Directors the Issue Mandate and the Repurchase Mandate; and (ii) the ordinary resolution for re-electing Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES

At the AGM, an ordinary resolution will be proposed that the Directors be given the Issue Mandate, i.e. a general and unconditional mandate to allot, issue and deal with new Shares up to 20% of the aggregate nominal share capital of the Company in issue as at the date of passing the relevant resolution.

Another ordinary resolution will also be proposed to give the Directors the Repurchase Mandate, i.e. a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the nominal share capital of the Company in issue as at the date of passing the relevant resolution.

The Issue Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) at the end of the period within which the Company is required by Cayman Islands law or Articles to hold its next annual general meeting; or (c) which revoked or varied by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company. As at the Latest Practicable Date, the number of issued Shares was 500,000,000 Shares, assuming no further Shares are to be issued or repurchased prior to the AGM, the Issue Mandate will grant to the Directors an authority to issue up to 100,000,000 Shares.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to grant to the Directors the Repurchase Mandate at the AGM.

RE-ELECTION OF DIRECTORS

The Board currently consists of eleven Directors, namely Mr. She Siu Kee William, Mr. Tsui Pak Wai, Mr. Fung Hong Keung, Mr. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Leung Yat Pang, Mr. Chong Cheuk Ki , Dr. Lung Cheuk Wah, Mr. Chan Chi Yu, Mr. Chi Man Shing Stephen and Ms. Luk Mei Yan.

Pursuant to article 112 of the Articles, all of the above Directors will retire and, being eligible, offer themselves for re-election at the AGM.

Details of the above mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

Set out on pages 18 to 21 of this circular is a notice convening the AGM to consider and, if appropriate, to approve the ordinary resolutions relating to the proposals for Issue Mandate and the Repurchase Mandate and the re-election of Directors. A form of proxy for use at the AGM is enclosed herewith. Whether or not you intend to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all the resolutions set out in the notice of the AGM will be voted by poll.

RECOMMENDATION

The Directors consider that the ordinary resolutions in relation to the Issue Mandate, the Repurchase Mandate and the re-election of Directors to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions at the AGM.

GENERAL

Your attention is also drawn to the appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board eprint Group Limited Fung Hong Keung Company Secretary

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution at the AGM to approve the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 500,000,000 Shares. Subject to the passing of the resolution for repurchase of Shares and on the basis of no further new Shares will be issued or repurchased up to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 50,000,000 Shares, representing 10% of the issued share capital as at the date of AGM.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or the earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Articles, the laws of Cayman Islands and any other applicable laws, including capital paid upon the Shares to be repurchased, profits otherwise available for distribution and sums standing to either the share premium account or contributed surplus account of the Company.

5. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 March 2014 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.

However, the Directors 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.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange since the listing of the Shares on 3 December 2013 up to the Latest Practicable Date were as follows:–

	**Share **	prices
	Highest	Lowest
	HK$	HK$
2013
December (from 3 December)	0.86	0.66
2014
January	0.83	0.74
February	1.52	0.74
March	1.38	1.08
April	1.27	1.10
May	1.12	0.98
June	1.30	1.04
July (up to and including the Latest Practicable Date)	1.08	1.06

7. UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

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

8. CONNECTED PERSON

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

9. TAKEOVERS CODE

If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, eprint Limited, the controlling shareholder of the Company, holds 292,500,000 Shares, representing approximately 58.5% of the total issued Shares of the Company as the Latest Practicable Date. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then the attributable interest of eprint Limited would be increased from 58.5% to approximately 65% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate result in the amount of Shares held by the public being reduced to less than 25%.

10. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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

The following set out the details of Mr. She Siu Kee William, Mr. Tsui Pak Wai, Mr. Fung Hong Keung, Mr. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Leung Yat Pang, Mr. Chong Cheuk Ki, Dr. Lung Cheuk Wah, Mr. Chan Chi Yu, Mr. Chi Man Shing Stephen and Ms. Luk Mei Yan who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to article 112 of the Articles.

EXECUTIVE DIRECTORS

Mr. She Siu Kee William (佘紹基) (“Mr. She”)

Mr. She, aged 51, is the Chairman, executive Director and chief executive officer. He is the founder of the Group and has participated in the management of the Group since October 2001. Mr. She is a director of each of subsidiaries of the Group and a member of each of the Remuneration Committee and Nomination Committee of the Company.

Mr. She is primarily responsible for the overall management, development and planning of the Group and has more than 20 years of experience in the printing industry.

Mr. She has entered into a service contract with the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Mr. She is subject to retirement by rotation and re-election in accordance with the Articles. Mr. She is entitled to an annual remuneration of HK$3,195,000 and bonus which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account his duties and responsibilities within the Group.

As at the Latest Practicable Date, Mr. She is interested in 310,350,000 Shares including 292,500,000 Shares held through eprint Limited, a company owned as to 21.62%, 21.62%, 21.62%, 21.62% and 13.52% by Mr. She, Mr. Chong Cheuk Ki, Mr. Lam Shing Kai, Mr. Leung Wai Ming and Mr. Leung Yat Pang respectively which pursuant to the deed of confirmation dated 2 June 2013 and entered into by them confirming the existence of their acting in concert arrangement, each of them is deemed to be interested in the Shares held by eprint Limited. Save as aforesaid, Mr. She does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. She does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

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

Mr. Tsui Pak Wai (徐柏煒) (“Mr. Tsui”)

Mr. Tsui, aged 46, is an executive Director and manager of the corporate management department. Mr. Tsui is primarily responsible for formulating new business policy and workflow, monitoring the daily operation of the human resources department and administrative department and participating in brand building activities of the Group. Mr. Tsui has over 10 years of experience in the corporate administration and management.

Mr. Tsui obtained his master of business administration from the University of Management & Technology in September 2013 through distance learning and bachelor of arts from Fu Jen Catholic University in June 1997.

Mr. Tsui has entered into a service contract with the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Mr. Tsui is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Tsui is entitled to an annual remuneration of HK$735,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account his duties and responsibilities within the Company.

As at the Latest Practicable Date, Mr. Tsui does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Tsui does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

Mr. Fung Hong Keung (馮康強) (“Mr. Fung”)

Mr. Fung, aged 51, is an executive Director, company secretary and chief financial officer. He is responsible for the supervision and management of the Group’s financial matters and strategic planning of the Group. He joined the Group in May 2012. Mr. Fung is a director of eprint Holdings Limited and e-print Trading Limited, both are wholly-owned subsidiaries of the Company.

Mr. Fung has approximately 23 years of experience in the field of corporate finance and accounting. Prior to joining the Group, he served as chief corporate services officer in 生產力（深圳）諮詢有限公司 (Productivity (Shenzhen) Consulting Co., Ltd.) (a subsidiary of the Hong Kong Productivity Council) from October 2011 to March 2012. Mr. Fung served as a financial controller of Neo-Concept (Holdings) Co. Ltd. from March 2011 to October 2011. He worked as an account manager in Hiway Textiles Limited from March 2008 to January 2011.

He has been a member of Hong Kong Institute of Directors since January 2013, a member of Hong Kong Institute of Certified Public Accountants since January 2005 and a fellow member of the Association of Chartered Certified Accountants since December 2004.

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

Mr. Fung was awarded the graduate diploma in China marketing and e-business from the University of Hong Kong School of Professional and Continuing Education in November 2004 and the degree of bachelor of arts in accountancy from Bolton Institute of High Education in October 2003.

Mr. Fung has entered into a service contract with the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Mr. Fung is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Fung is entitled to an annual remuneration of HK$975,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account his duties and responsibilities within the Group.

As at the Latest Practicable Date, Mr. Fung does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Fung does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

NON-EXECUTIVE DIRECTORS

Mr. Lam Shing Kai (林承佳) (“Mr. Lam”)

Mr. Lam, aged 41, is a non-executive Director. He is a director of certain subsidiaries of the Group. Mr. Lam has approximately 20 years of experience in the printing industry.

Mr. Lam has signed a letter of appointment issued by the Company on 13 November 2013 for a term of three years commencing from 3 December 2013 until terminated by not less than three months’ notice in writing served by either party on the other. Mr. Lam is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Lam is entitled to an annual remuneration of HK$420,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account the prevailing market conditions.

As at the Latest Practicable Date, Mr. Lam is interested in 310,350,000 Shares including 292,500,000 Shares held through eprint Limited. Save as aforesaid, Mr. Lam does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lam does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

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

Mr. Leung Wai Ming (梁衞明) (“Mr. WM Leung”)

Mr. WM Leung, aged 42, is a non-executive Director. Mr. WM Leung is a director of certain subsidiaries of the Company. Mr. WM Leung has approximately 10 years of experience in the marketing field.

Mr. WM Leung has signed a letter of appointment issued by the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Mr. WM Leung is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Leung is entitled to an annual remuneration of HK$420,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account the prevailing market conditions.

As at the Latest Practicable Date, Mr. WM Leung is interested in 310,350,000 Shares including 292,500,000 Shares held through eprint Limited. Save as aforesaid, Mr. WM Leung does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. WM Leung does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

Mr. Leung Yat Pang (梁一鵬) (“Mr. YP Leung”)

Mr. YP Leung, aged 49, is a non-executive Director. Mr. YP Leung is a director of certain subsidiaries of the Group. Mr. YP Leung has approximately 20 years of experience in the printing industry.

Mr. YP Leung graduated from Huaqiao University with a bachelor’s degree in engineering in July 1987.

Mr. YP Leung has signed a letter of appointment issued by the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Mr. YP Leung is subject to retirement by rotation and re-election in accordance with the Articles. Mr. YP Leung is entitled to an annual remuneration of HK$420,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account the prevailing market conditions.

As at the Latest Practicable Date, Mr. YP Leung is interested in 303,600,000 Shares of the Company including 292,500,000 Shares held through eprint Limited. Save as aforesaid, Mr. YP Leung does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. YP Leung does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

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

Mr. Chong Cheuk Ki (莊卓琪) (“Mr. Chong”)

Mr. Chong, aged 49, is a non-executive Director. He is a director of certain subsidiaries of the Group. He has approximately 10 years of experience in the corporate management.

Mr. Chong was awarded a diploma in marketing from the Chartered Institute of Marketing for fulfilling the requirements of the institute’s examiners at the diploma examination held in June 1991. He also obtained a certificate in marketing from Vocational Training Council in June 1989 and a higher certificate in electronic engineering from Hong Kong Polytechnic (currently known as the Hong Kong Polytechnic University) in November 1987.

Mr. Chong has signed a letter of appointment issued by the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Mr. Chong is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Chong is entitled to an annual remuneration of HK$420,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account the prevailing market conditions.

As at the Latest Practicable Date, Mr. Chong is interested in 310,350,000 shares of the Company including 292,500,000 shares held through eprint Limited. Save as aforesaid, Mr. Chong does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chong does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

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

INDEPENDENT NON-EXECUTIVE DIRECTORS

Dr. Lung Cheuk Wah (龍卓華) (“Dr. Lung”)

Dr. Lung, aged 63, is an independent non-executive Director of the Company appointed on 13 November 2013. He is the chairman of the Remuneration Committee, a member of each of the Audit Committee and Nomination Committee of the Company.

Dr. Lung is an university lecturer. He has been teaching a wide range of professional subjects in both local and overseas universities and institutions since 1992. Dr. Lung has extensive experience in company secretarial, corporate governance, accounting and finance. He served in VST Holdings Limited (stock code: 856) as the company secretary from November 2002 to October 2009 and the financial controller from November 2002 to October 2008. Dr. Lung worked as the finance manager of Bel Trade International Company Limited from March 2000 to October 2002 and the accounts manager of Swedish Trading International Holdings Limited from April 1995 to June 1999.

Dr. Lung was admitted as a fellow member of The Hong Kong Institute of Chartered Secretaries (“HKICS”) in April 2006 and as a fellow member of The Institute of Chartered Secretaries and Administrators in April 2006. He has also been admitted as an associate member of the Taxation Institute of Hong Kong in February 1996 and registered as a certified tax adviser of the Taxation Institute of Hong Kong from June 2010 to December 2014.

Dr. Lung obtained his doctor of philosophy in business administration from the Tarlac State University in November 2012 through distance learning and master of business administration from the University of East Asia (currently known as University of Macau) in February 1988 and diploma in management studies from the Hong Kong Management Association and the Hong Kong Polytechnic (currently known as the Hong Kong Polytechnic University) in November 1985.

Dr. Lung was invited to serve in the Membership Committee of the HKICS in 2013. He was also invited to represent HKICS to act in the panel of adjudicators for the Best Annual Report Awards as organised by the Hong Kong Management Association from 2009 to 2013.

Dr. Lung has signed a letter of appointment issued by the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Dr. Lung is subject to retirement by rotation and re-election in accordance with the Articles. Dr. Lung is entitled to an annual remuneration of HK$120,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account the prevailing market conditions.

As at the Latest Practicable Date, Dr. Lung does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

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

Save as disclosed above, Dr. Lung does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

Mr. Chan Chi Yu (陳志裕) (“Mr. Chan”)

Mr. Chan, aged 59, is an independent non-executive Director of the Company appointed on 13 November 2013. He is a member of the Remuneration Committee of the Company. Mr. Chan is currently a non-executive director of Vanke Property (Overseas) Limited (formerly known as Winsor Properties Holdings Limited (stock code: 1036)) and a director of Vanke Real Estate (Hong Kong) Company Limited. Mr. Chan has been appointed as a consultant of China Vanke Co., Ltd. (listed on the Shenzhen Stock Exchange with stock code: 000002) since April 2008.

Mr. Chan has been as a fellow member of The Hong Kong Institute of Directors since May 2012, an affiliated member of The Association of International Accountants since July 1993, and an associate member and a full member of the Hong Kong Management Association since October 1981 and April 2012, respectively.

Mr. Chan has signed a letter of appointment issued by the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Mr. Chan is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Chan is entitled to an annual remuneration of HK$120,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account the prevailing market conditions.

As at the Latest Practicable Date, Mr. Chan does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chan does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

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

Mr. Chi Man Shing Stephen (池文盛) (“Mr. Chi”)

Mr. Chi, aged 49, is an independent non-executive Director of Company appointed on 13 November 2013. He is the chairman of the Nomination Committee and a member of the Audit Committee of the Company.

Mr. Chi has served as the managing director of ITD China of Federal Express (Hong Kong) Limited (the holding company of which is listed in the New York Stock Exchange (stock code: FDX)) from June 2009.

Mr. Chi obtained his Master of Commerce in information systems from the University of New South Wales in Australia in October 1994, Master of Science from the University of Salford in United Kingdom in July 1987 and Bachelor of Science from the University of London in United Kingdom in August 1985.

Mr. Chi has signed a letter of appointment issued by the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Mr. Chi is subject to retirement by rotation and re-election in accordance with the Articles. Mr. Chi is entitled to an annual remuneration of HK$120,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taken into account the prevailing market conditions.

As at the Latest Practicable Date, Mr. Chi does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chi does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does he has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

Ms. Luk Mei Yan (陸美恩) (“Ms. Luk”)

Ms. Luk, aged 49, is an independent non-executive Director of the Company appointed on 13 November 2013. She is the chairlady of the Audit Committee of the Company.

Ms. Luk has served as a group financial controller of Golden Sun Home Products Limited since July 2008.

Ms. Luk was certified as an associate of Hong Kong Society of Accountants (currently known as Hong Kong Institute of Certified Public Accountants) in July 1998 and admitted as a certified practicing accountant of the Australian Society of Certified Practising Accountants in March 1998.

Ms. Luk obtained her bachelor of commerce (accounting) from Curtin University of Technology in August 1996 and associate diploma in accounting from Adelaide College of TAFE in Australia in May 1993.

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

Ms. Luk has signed a letter of appointment issued by the Company on 13 November 2013 for a term of three years commencing from 3 December 2013. Ms. Luk is subject to retirement by rotation and re-election in accordance with the Articles. Ms. Luk is entitled to an annual remuneration of HK$120,000 which was determined by the Board with reference to the recommendation of the Remuneration Committee by taking into account the prevailing market conditions.

As at the Latest Practicable Date, Ms. Luk does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Luk does not hold any other position within the Group and does not hold any directorship in any other listed company in Hong Kong or overseas in the last three years nor does she has any relationship with any of the Directors, senior management of the Company, or substantial or controlling Shareholders.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) nor are there any other matters that need to be brought to the attention of the Shareholders in respect of each of the above Directors.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [142 x 39] intentionally omitted <==

eprint GROUP LIMITED eprint集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1884)

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of eprint Group Limited (the “Company”) will be held at Room 2402, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on, Friday, 8 August 2014 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditor of the Company and its subsidiaries for the year ended 31 March 2014.

2. To declare a final dividend.

3. (a) To re-elect Mr. She Siu Kee William as Director.

4. (b) To re-elect Mr. Tsui Pak Wai as Director.

5. (c) To re-elect Mr. Fung Hong Keung as Director.

6. (d) To re-elect Mr. Lam Shing Kai as Director.

7. (e) To re-elect Mr. Leung Wai Ming as Director.

8. (f) To re-elect Mr. Leung Yat Pang as Director.

9. (g) To re-elect Mr. Chong Cheuk Ki as Director.

10. (h) To re-elect Dr. Lung Cheuk Wah as Director.

11. (i) To re-elect Mr. Chan Chi Yu as Director.

12. (j) To re-elect Mr. Chi Man Shing Stephen as Director.

13. (k) To re-elect Ms. Luk Mei Yan as Director.

14. (l) To authorize the Board of Directors (the “Board”) to fix their remuneration.

15. To re-appoint PricewaterhouseCoopers as auditor and to authorize the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) subject to the following provisions of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the “Shares”), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (“Articles”); shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

5. (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

   • (a) the conclusion of the next annual general meeting of the Company;

   • (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of Cayman Islands to be held; or

   • (c) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company (“Shareholders”) in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of Shares open for a period fixed by the directors of the Company to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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 recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; 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:

   • (a) the conclusion of the next annual general meeting of the Company;

   • (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of Cayman Islands to be held; or

   • (c) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

5. “ THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 5 above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share

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NOTICE OF ANNUAL GENERAL MEETING

capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution.”

By Order of the Board eprint Group Limited Fung Hong Keung Company Secretary

Hong Kong, 10 July 2014

Notes:

1. For the purpose of determining the identity of the shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, 6 August 2014 to Friday, 8 August 2014, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 5 August 2014.

2. Any member of the Company entitled to attend and vote at the meeting convened by this notice shall be entitled to appoint proxy to attend and vote in his stead in accordance with the Articles of Association of the Company. A proxy need not be a member of the Company but must be present in person to represent the member.

3. A form of proxy for use at the above meeting is enclosed.

4. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment thereof should they so wish.

5. With respect to resolution no. 3 of this notice, Mr. She Siu Kee William, Mr. Tsui Pak Wai, Mr. Fung Hong Keung, Mr. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Leung Yat Pang, Mr. Chong Cheuk Ki, Dr. Lung Cheuk Wah, Mr. Chan Chi Yu, Mr. Chi Man Shing Stephen and Ms. Luk Mei Yan will retire and, being eligible, offer themselves for re-election at the meeting pursuant to article 112 of the Company’s Articles. Details of the retiring Directors which are required to be disclosed under the Listing Rules are set out in the circular of the Company dated 10 July 2014.

6. As at the date of this notice, the Board comprises three executive Directors, namely Mr. She Siu Kee William (Chairman), Mr. Tsui Pak Wai and Mr. Fung Hong Keung; four non-executive Directors, namely Mr. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Leung Yat Pang and Mr. Chong Cheuk Ki and four independent non-executive Directors, namely Dr. Lung Cheuk Wah, Mr. Chan Chi Yu, Mr. Chi Man Shing Stephen and Ms. Luk Mei Yan.

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