eprint Group Limited — AGM Information 2017

Jul 7, 2017

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 élan 120, 3rd Floor, L’ Hotel élan, 38 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong on Tuesday, 8 August 2017 at 10:00 a.m., at which, among other things, the above proposals will be considered, is set out on pages 15 to 18 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, 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. Accordingly, the form of proxy must be delivered to the Company’s branch share registrar and transfer office in Hong Kong not later than 10:00 a.m. (Hong Kong time) on Sunday, 6 August 2017. 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 2017

CONTENTS

			Page
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . .	ii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . .	3
Appendix I	— Explanatory Statement on Repurchase Mandate	. . . . . . . . . . . . .	7
Appendix II	— Details of the Directors proposed to be re-elected
	at the Annual General Meeting . . . . . . . . . . . .	. . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . .	15

– 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 élan 120, 3rd Floor, L’ Hotel élan, 38 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong on Tuesday, 8 August 2017 at 10:00 a.m. “Articles” the articles of association of the Company

• “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 number of the issued Shares as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of the Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate

• “Latest Practicable Date”

• 5 July 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“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 number of the issued Shares 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$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	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. Lam Shing Kai

Non-executive Directors: Mr. Chong Cheuk Ki Mr. Leung Wai Ming Mr. Deng Xiaen

Independent Non-executive Directors: Mr. Poon Chun Wai Mr. Fu Chung Mr. Ma Siu Kit

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 2017

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 for 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 number of the issued Shares 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 aggregate number of the issued Shares 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 its 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 550,000,000 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 110,000,000 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 eight Directors, namely Mr. She Siu Kee, William, Mr. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Chong Cheuk Ki, Mr. Deng Xiaen, Mr. Poon Chun Wai, Mr. Fu Chung and Mr. Ma Siu Kit.

Pursuant to article 112 of the Articles, Mr. Poon Chun Wai, Mr. Fu Chung and Mr. Ma Siu Kit, being Directors appointed after the 2016 annual general meeting, shall retire and, being eligible, offer themselves for re-election at the AGM.

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LETTER FROM THE BOARD

Pursuant to article 108 of the Articles, Mr. She Siu Kee, William, Mr. Lam Shing Kai and Mr. Leung Wai Ming will retire by rotation at the AGM 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.

ANNUAL GENERAL MEETING

Set out on pages 15 to 18 of this circular is a notice convening the AGM to consider and, if appropriate, to approve the ordinary resolutions relating to, among others, 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. Accordingly, the form of proxy must be delivered to the Company’s branch share registrar and transfer office in Hong Kong not later than 10:00 a.m. (Hong Kong time) on Sunday, 6 August 2017. 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.

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LETTER FROM THE BOARD

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.

Yours faithfully For and on behalf of the Board of eprint GROUP LIMITED She Siu Kee, William

Chairman

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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 550,000,000 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 55,000,000 Shares, representing 10% of the number of issued shares 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 the Articles or 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 2017 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.

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APPENDIX I — EXPLANATORY STATEMENT ON REPURCHASE MANDATE

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.

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:

	Share prices
	Highest	Lowest
	HK$	HK$
2016
July	1.12	1.01
August	1.09	0.98
September	1.04	0.87
October	0.92	0.82
November	0.96	0.84
December	0.91	0.86
2017
January	0.91	0.86
February	0.93	0.88
March	0.91	0.84
April	0.94	0.84
May	0.94	0.81
June	1.54	0.81
July (up to the Latest Practicable Date)	1.67	1.47

7. UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their respective close 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.

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APPENDIX I — EXPLANATORY STATEMENT ON REPURCHASE MANDATE

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. CORE CONNECTED PERSON

No core 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 AND MINIMUM PUBLIC SHAREHOLDING

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.

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 313,125,000 Shares, representing approximately 56.93% of the number of issued Shares 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 56.93% to 63.26% of the number of issued Shares. 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. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Poon Chun Wai, Mr. Fu Chung and Mr. Ma Siu Kit who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to articles 108 and 112 of the Articles.

Executive Directors

Mr. She Siu Kee William (“Mr. She”) , aged 54, 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 certain 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 18 November 2016 for a term of three years commencing from 3 December 2016 unless terminated by not less than three months’ notice in writing served by either party on the other. Mr. She is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. Mr. She is entitled to an annual remuneration of HK$3,180,000 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 313,125,000 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 other 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, or substantial or controlling shareholders (as defined under the Listing Rules) of the Company.

Mr. Lam Shing Kai (“Mr. Lam”) , aged 44, joined the Group in 2008. He was appointed as a non-executive Director on 13 November 2013 and has been re-designated to an executive Director on 18 November 2016. He is the sales and quality control director of the Group and a director of certain subsidiaries of the Group. Mr. Lam has approximately 20 years of experience in the printing industry.

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

Mr. Lam has entered into a service agreement with the Company on 18 November 2016 for a term of three years commencing from 18 November 2016 unless 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 of Association of the Company. Mr. Lam is entitled to an annual remuneration of HK$720,000 and discretionary bonus as may be determined by the Board, which was determined by the Board with reference to the recommendation of the remuneration committee of the Company by taking into account the prevailing market conditions, the duties and responsibilities of Mr. Lam within the Group.

As at the Latest Practicable Date, Mr. Lam is interested in 313,125,000 Shares of the Company held through eprint Limited, a company owned as to 21.62%, 21.62%, 21.62%, 21.62% and 13.52% by Mr. She Siu Kee William, Mr. Chong Cheuk Ki, Mr. Lam, 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. Lam does not have any other 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, or substantial or controlling shareholders (as defined under the Listing Rules) of the Company.

Non-executive Director

Mr. Leung Wai Ming (“Mr. WM Leung”) , aged 45, is a non-executive Director. He joined the Group in 2008. 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 18 November 2016 for a term of three years commencing from 3 December 2016. Mr. WM Leung is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. 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 313,125,000 Shares held through eprint Limited, a company owned as to 21.62%, 21.62%, 21.62%, 21.62% and 13.52% by Mr. She Siu Kee William, Mr. Chong Cheuk Ki, Mr. Lam Shing Kai, Mr. WM Leung and Mr. Leung Yat Pang respectively which pursuant to the deed of confirmation dated 2 June 2013 and entered into by

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

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. WM Leung does not have any other 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, or substantial or controlling shareholders (as defined under the Listing Rules) of the Company.

Independent Non-executive Directors

Mr. Poon Chun Wai (“Mr. Poon”) , aged 59, was appointed as an independent non-executive Director on 15 August 2016. He is also the chairman of the remuneration committee and a member of each of the audit committee and nomination committee of the Company. Mr. Poon has over 30 years of experience in printing. He has served several large-scale companies in printing solutions industry.

Mr. Poon has signed a letter of appointment issued by the Company on 15 August 2016 for a term of three years commencing from 15 August 2016. He is subject to re-election at the next following annual general meeting of the Company after his appointment and thereafter subject to retirement by rotation and re-election at least once every three years in accordance with the Articles of Association of the Company. Mr. Poon is entitled to a director’s fee of HK$120,000 per annum, which is determined by the Board with reference to the recommendation from the remuneration committee of the Company, the duties and responsibilities of Mr. Poon and the prevailing market conditions.

Mr. Poon 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, or substantial or controlling shareholders (as defined under the Listing Rules) of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Fu Chung (“Mr. Fu”) , aged 48, was appointed as an independent non-executive Director on 8 March 2017. He is also the chairman of the nomination committee and a member of each of the audit committee and remuneration committee of the Company. Mr. Fu has more than 25 years of experience in the printing industry. He was an executive committee member of the Chamber of Commerce for The Hong Kong Printers Association from 2009 to 2016. Mr. Fu was a sales manager of Kodak (China) Limited from 2000 to 2003, and in which he was also a sales director from 2003 to 2016.

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

Mr. Fu has signed a letter of appointment issued by the Company on 8 March 2017 for a term of three years commencing from 8 March 2017. He is subject to re-election at the next following general meeting of the Company after his appointment and thereafter subject to retirement by rotation and re-election at least once every three years in accordance with the Articles of Association of the Company. Mr. Fu is entitled to a director’s fee of HK$120,000 per annum, which was determined by the Board with reference to the recommendation of the remuneration committee, the duties and responsibilities of Mr. Fu and the prevailing market conditions.

Mr. Fu 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, or substantial or controlling shareholders (as defined under the Listing Rules) of the Company. He does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Ma Siu Kit (“Mr. Ma”) , aged 47, was appointed as an independent non-executive Director on 30 December 2016. He is also the chairman of the audit committee of the Company. Mr. Ma had obtained a bachelor’s degree in business (accountancy) from Queensland University of Technology, Australia in 1993. He is a member of the Hong Kong Institute of Certified Public Accountants. Mr. Ma is currently the company secretary of China Flavors and Fragrances Company Limited (“China Flavors and Fragrances”), a company listed on the main board of the Stock Exchange. Before working with China Flavors and Fragrances in September 2005, Mr. Ma has over 20 years of accounting related experience from accounting firms and international companies.

Mr. Ma has signed a letter of appointment issued by the Company on 30 December 2016 for a term of three years commencing from 30 December 2016. He is subject to re-election at the next following annual general meeting of the Company after his appointment and thereafter subject to retirement by rotation and re-election at least once every three years in accordance with the Articles of Association of the Company. Mr. Ma is entitled to a director’s fee of HK$120,000 per annum, which was determined by the Board with reference to the recommendation of the remuneration committee of the Company, the duties and responsibilities of Mr. Ma and the prevailing market conditions.

Mr. Ma 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, or substantial or controlling shareholders (as defined under the Listing Rules) of the Company. He does not have any interests 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, 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

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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)

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of eprint Group Limited (the “Company”) will be held at élan 120, 3rd Floor, L’ Hotel élan, 38 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong on Tuesday, 8 August 2017 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors (the “Directors”) and auditor of the Company and its subsidiaries for the year ended 31 March 2017.

2. To declare a final dividend.

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

4. (b) To re-elect Mr. Lam Shing Kai as Director.

5. (c) To re-elect Mr. Leung Wai Ming as Director.

6. (d) To re-elect Mr. Poon Chun Wai as Director.

7. (e) To re-elect Mr. Fu Chung as Director.

8. (f) To re-elect Mr. Ma Siu Kit as Director.

9. (g) To authorize the Directors to fix their remuneration.

10. 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 number of Shares 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 the Company; shall not exceed 20% of the aggregate number of issued Shares 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:

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

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

   • (iii) 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 number 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 number of issued Shares 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:

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

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

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

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NOTICE OF ANNUAL GENERAL MEETING

1. “ 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 the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such number shall not exceed 10% of the aggregate number of issued Shares as at the date of passing the resolution.”

By Order of the Board eprint Group Limited She Siu Kee, William Chairman

Hong Kong, 10 July 2017

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, 2 August 2017 to Tuesday, 8 August 2017, 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, 1 August 2017.

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, Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Accordingly, the form of proxy must be delivered to the Company’s branch share registrar and transfer office in Hong Kong not later than 10:00 a.m. (Hong Kong time) on Sunday, 6 August 2017. 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. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Poon Chun Wai, Mr. Fu Chung and Mr. Ma Siu Kit will retire and, being eligible, offer themselves for re-election at the meeting pursuant to articles 108 and 112 of the Company’s articles of association. 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 2017.

6. As at the date of this notice, the Board comprises two executive Directors, namely Mr. She Siu Kee, William (Chairman) and Mr. Lam Shing Kai; three non-executive Directors, namely Mr. Leung Wai Ming, Mr. Chong Cheuk Ki and Mr. Deng Xiaen and three independent non-executive Directors, namely Mr. Poon Chun Wai, Mr. Fu Chung and Mr. Ma Siu Kit.

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