IRC Limited — Proxy Solicitation & Information Statement 2017

Jul 25, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Lai Sun Development Company Limited , you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the licensed securities dealer, registered institution in securities, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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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PROPOSED SHARE CONSOLIDATION; PROPOSED CHANGE IN BOARD LOT SIZE; AND NOTICE OF GENERAL MEETING

Capitalised terms used in the lower portion of this cover page shall have the respective meanings as those defined in the section headed “Definitions” in this circular.

A letter from the Board is set out on pages 5 to 11 of this circular.

The notice convening the GM of the Company to be convened and held at Harbour View Rooms I & II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Monday, 14 August 2017 at 3:00 p.m. is set out on pages 12 to 14 of this circular.

Shareholders are advised to read the notice of GM and if you are not able to attend the GM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding the GM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the GM or any adjournment thereof should you so wish.

Hong Kong, 26 July 2017

CONTENTS

		Page
DEFINITIONS...................................................................................................................		1
EXPECTED TIMETABLE...............................................................................................		3
LETTER	FROM THE BOARD
1.	Introduction .......................................................................................................	5
2.	Proposed Share Consolidation ..........................................................................	6
3.	Proposed Change in Board Lot Size .................................................................	7
4.	Recommendation ..............................................................................................	10
5.	Responsibility Statement ..................................................................................	11
NOTICE	OF GENERAL MEETING..............................................................................	12
ACCOMPANYING DOCUMENT: FORM OF PROXY

This circular in both English and Chinese is available in printed form and published on the respective websites of the Company at “http://www.laisun.com” and Hong Kong Exchanges and Clearing Limited at “http://www.hkexnews.hk”. The English version will prevail in case of any inconsistency between the English and the Chinese versions of this circular.

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DEFINITIONS

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

“ADS(s)” American depositary share(s) of the Company, each of which represents 400 ordinary shares in the share capital of the Company before the Share Consolidation becomes effective; “Board” the board of Directors; “CCASS” the Central Clearing and Settlement System established and operated by the HKSCC; “Change in Board Lot Size” the proposed change in board lot size of the Shares for trading on the Stock Exchange from 15,000 Shares to 300 Consolidated Shares;

“Company” Lai Sun Development Company Limited (麗新發展有限 公司), a company incorporated in Hong Kong with limited liability, the issued shares of which are listed and traded on the main board of the Stock Exchange (Stock Code: 488); “Consolidated Share(s)” ordinary share(s) in the share capital of the Company immediately after the Share Consolidation becoming effective; “Director(s)” the director(s) of the Company; “Existing Share(s)” ordinary share(s) in the share capital of the Company before the Share Consolidation becomes effective; “GM” the general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Share Consolidation; “HKSCC” Hong Kong Securities Clearing Company Limited; “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Latest Practicable Date” 21 July 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein; “Listing Committee” has the same meaning ascribed thereto in Rule 1.01 of the Listing Rules;

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DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Share(s)” Existing Share(s) and/or Consolidated Share(s), as the case may be; “Share Consolidation” the proposed share consolidation of every fifty (50) issued Existing Shares into one (1) Consolidated Share; “Shareholder(s)” the holder(s) of the Existing Share(s) or the Consolidated Share(s), as the case may be; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “2006 Share Option(s)” the option(s) to subscribe for new shares of the Company granted under the 2006 Share Option Scheme; “2006 Share Option Scheme” the share option scheme adopted by the Company on 22 December 2006 and refreshed on 22 November 2013; “2015 Share Option(s)” the option(s) to subscribe for new shares of the Company granted under the 2015 Share Option Scheme; and “2015 Share Option Scheme” the share option scheme adopted by the Company on 11 December 2015.

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EXPECTED TIMETABLE

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

Despatch date of circular with notice of the GM ................................................................26 July 2017 Latest date and time for lodging transfer documents in order to qualify for attending and voting at the GM ......................................... 4:30 p.m on 8 August 2017 Closure of register of members for the entitlement to attend and vote at the GM ..........................................................................................9 August 2017 to 14 August 2017 (both days inclusive) Latest date and time for lodging forms of proxy for the GM ........................................................................................... 3:00 p.m. on 12 August 2017 Record date for attending the GM .................................................................................14 August 2017 Date and time of the GM ......................................................................... 3:00 p.m. on 14 August 2017 Announcement of voting results of the GM .................................................................14 August 2017 Effective date of the Share Consolidation ....................................................................15 August 2017 First day for free exchange of existing share certificates for new share certificates for the Consolidated Shares commences .................................................................................................. 15 August 2017 Dealings in the Consolidated Shares commences ................................... 9:00 a.m. on 15 August 2017 Original counter for trading in the Existing Shares in board lots of 15,000 Existing Shares (in the form of existing share certificates) temporarily closes ............................................................................... 9:00 a.m. on 15 August 2017 Temporary counter for trading in the Consolidated Shares in board lots of 300 Consolidated Shares (in the form of existing share certificates) opens ................................. 9:00 a.m. on 15 August 2017 Original counter for trading in the Consolidated Shares in board lots of 300 Consolidated Shares (in the form of new share certificates) re-opens ...................................................... 9:00 a.m. on 29 August 2017

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EXPECTED TIMETABLE

Parallel trading in the Consolidated Shares (in form of new share certificates and existing share certificates) commences ............................................................. 9:00 a.m. on 29 August 2017

Designated broker starts to stand in the market

to provide matching services for odd lots of

the Consolidated Shares ...................................................................... 9:00 a.m. on 29 August 2017

Temporary counter for trading in the Consolidated Shares in board lots of 300 Consolidated Shares (in the form of existing share certificates) closes ...........................4:00 p.m. on 18 September 2017

Parallel trading in Consolidated Shares (in form

of new share certificates and existing share certificates) ends ................................................................................................4:00 p.m. on 18 September 2017

Designated broker ceases to stand in the market

to provide matching services for odd lots of the

Consolidated Shares ........................................................................4:00 p.m. on 18 September 2017

Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares ......................................................................................21 September 2017

All times and dates in this circular refer to Hong Kong local times and dates. Shareholders should note that the dates and deadlines specified in this circular for events in the timetable for the Share Consolidation and Change in Board Lot Size are subject to the satisfaction of all the conditions of the Share Consolidation, including without limitation, the approval of the Share Consolidation by Shareholders at the GM, and are therefore for indicative purpose only.

In the event that any special circumstances arise, the Board may extend, or make adjustments to, the timetable if it considers appropriate. Any extension or adjustment to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate.

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LETTER FROM THE BOARD

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Executive Directors: Registered Office: Dr. Lam Kin Ngok, Peter (Chairman) 11th Floor Mr. Chew Fook Aun (Deputy Chairman) Lai Sun Commercial Centre Mr. Lau Shu Yan, Julius (Chief Executive Officer) 680 Cheung Sha Wan Road Mr. Lam Hau Yin, Lester Kowloon Hong Kong

Non-executive Directors: Dr. Lam Kin Ming Madam U Po Chu

Independent Non-executive Directors: Mr. Ip Shu Kwan, Stephen Mr. Lam Bing Kwan Mr. Leung Shu Yin, William

26 July 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION; PROPOSED CHANGE IN BOARD LOT SIZE; AND NOTICE OF GENERAL MEETING

1. INTRODUCTION

Reference is made to (i) the announcement of the Company dated 27 April 2017 in relation to the proposed Share Consolidation and Change in Board Lot Size; (ii) the announcement of the Company dated 22 May 2017 in relation to the delay in despatch of the circular; and (iii) the announcement of the Company dated 18 July 2017 in relation to the revised timetable.

The purpose of this circular is to provide you with further information regarding, among other things, (i) the Share Consolidation; (ii) the Change in Board Lot Size; and (iii) the notice of GM.

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LETTER FROM THE BOARD

2. PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every fifty (50) issued Existing Shares be consolidated into one (1) Consolidated Share.

Effects of the Share Consolidation

As at the Latest Practicable Date, 30,251,304,984 Existing Shares have been allotted and issued. Upon the Share Consolidation becoming effective and assuming that no new Existing Shares are issued or repurchased from the Latest Practicable Date until the effective date of the Share Consolidation, not less than 605,026,099 Consolidated Shares will be in issue. Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

• (i) the passing of the ordinary resolution by the Shareholders to approve the Share Consolidation at the GM;

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares; and

• (iii) the compliance with the relevant procedures and requirements under the Hong Kong laws (where applicable) and the Listing Rules to effect the Share Consolidation.

The Share Consolidation will become effective on the Stock Exchange trading day following the fulfillment of the above conditions.

Listing application

An application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

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LETTER FROM THE BOARD

Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought. Facility has been made to trade the Shares over-the-counter in the form of ADSs, as described further below.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares of the Company regardless of the number of share certificates held by such holder.

Shareholders concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

3. PROPOSED CHANGE IN BOARD LOT SIZE

Currently, the Existing Shares are traded on the Stock Exchange in the board lot size of 15,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 15,000 Existing Shares to 300 Consolidated Shares conditional upon the Share Consolidation becoming effective. The Board is of the view that the new board lot size will minimise the creation of odd lots on Shareholders (if any), a matching service will be provided by the Company.

Based on the closing price of HK$0.295 per Existing Share (equivalent to the theoretical closing price of HK$14.75 per Consolidated Share) as at the Latest Practicable Date, (i) the value of each existing board lot of Existing Shares is HK$4,425; (ii) the value of each board lot of 15,000 Consolidated Shares would be HK$221,250 assuming the Share Consolidation becoming effective; and (iii) the estimated market value per board lot of 300 Consolidated Shares would be HK$4,425 assuming that the Change in Board Lot Size had also been effective.

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LETTER FROM THE BOARD

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed RHB Securities Hong Kong Limited to provide a matching service, on a best efforts basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from 9:00 a.m. on Tuesday, 29 August 2017 to 4:00 p.m. on Monday, 18 September 2017 (both days inclusive). Shareholders who wish to use this matching service should contact Ms. Amy Wu of RHB Securities Hong Kong Limited at 12/F., World-wide House, 19 Des Voeux Road, Central, Hong Kong or at the telephone number (852) 2103 9253 during office hours of such period.

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

Exchange of share certificates

Subject to the Share Consolidation becoming effective, the Shareholders may during the period from Tuesday, 15 August 2017 to Thursday, 21 September 2017 (both days inclusive) submit existing share certificates in the colour of light blue for the Existing Shares to the Company’s share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for exchange for new share certificates in the colour of beige for the Consolidated Shares at the expense of the Company.

Thereafter, share certificates of the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever is higher.

After 4:00 p.m. on Monday, 18 September 2017, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for share certificates for Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

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LETTER FROM THE BOARD

Adjustments in relation to other securities of the Company

Share Options

As at the Latest Practicable Date, the Company has outstanding 2006 Share Options entitling the holders thereof to subscribe for a total of 711,976,857 Existing Shares. Under the terms and conditions of the 2006 Share Option Scheme, the Share Consolidation may lead to adjustments to the number of Existing Shares subject to the 2006 Share Option so far as unexercised and/or the subscription price and/or the maximum number of Existing Shares available for subscription upon the exercise of the 2006 Share Options.

As at the Latest Practicable Date, the Company has outstanding 2015 Share Options entitling the holders thereof to subscribe for a total of 9,000,000 Existing Shares. Under the terms and conditions of the 2015 Share Option Scheme, the Share Consolidation may lead to adjustments to, amongst other things, the number of Existing Shares subject to the 2015 Share Option so far as unexercised and/or the option price.

The Company will make further announcement(s) on such adjustments as and when appropriate.

American Depositary Shares

As at the Latest Practicable Date, facility has been made to trade Shares in the form of ADSs with each ADS representing 400 Existing Shares. Upon approval of the proposed Share Consolidation at the GM, the Company intends to effect a simultaneous change to the ratio of ADSs to Shares so that one ADS will represent eight Consolidated Shares. The Company will make separate arrangements with its depositary, The Bank of New York Mellon, to provide further details.

Save as disclosed above, the Company does not have any other derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares, as at the Latest Practicable Date.

Reason for the Share Consolidation

It is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price per Share. It is hoped that this will make investing in the Shares more attractive to a broader range of investors, in particular to institutional investors whose house rules might otherwise prohibit or restrict trading in securities that are priced below a prescribed floor, and thus help to further broaden the shareholder base of the Company. The minimum price per share varies with each institutional investor but the Board has generally found that the prescribed floor is approximately HK$7.8 per share. Accordingly, the Board is of the view that the Share Consolidation is beneficial to the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has no plans for any further corporate action or arrangement that may affect the trading in its Shares (eg. share consolidation, subdivision or change in board lot size) and it has no plans for any equity fundraising in the forthcoming twelve months.

GM

Pages 12 to 14 of this circular contain a notice convening the GM which will be held at Harbour View Rooms I & II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Monday, 14 August 2017 at 3:00 p.m. at which an ordinary resolution will be proposed to approve the Share Consolidation.

A form of proxy for use at the GM is accompanied with this circular. If you are not able to attend the GM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding the GM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the GM or any adjournment thereof (as the case may be) should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, save for resolutions which relate purely to a procedural or administrative matter to be voted by a show of hands, any vote of the shareholders at a general meeting must be taken by poll. Accordingly, the ordinary resolution to be proposed at the GM will be voted by way of a poll by the Shareholders. Article 79 of the Articles of Association of the Company provides that on a poll, every Shareholder present in person or by proxy shall have one vote for every Share held by that Shareholder. An explanation of the procedures of conducting a poll is provided in the notes to the notice of the GM and details will be conveyed to the Shareholders at the GM.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has a material interest in the Share Consolidation, accordingly, no Shareholder is required to abstain from voting on the ordinary resolution at the GM.

The Company will publish an announcement on the poll results of the resolution on the respective websites of the Company at “www.laisun.com” and the Stock Exchange at “www.hkexnews.hk” promptly after the conclusion of the GM.

4. RECOMMENDATION

The Board considers that the Share Consolidation is in the interest of the Company and its Shareholders as a whole and therefore recommends that all Shareholders vote in favour of the relevant resolution to be proposed at the GM.

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LETTER FROM THE BOARD

5. RESPONSIBILITY STATEMENT

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

Yours faithfully, For and on behalf of the Board of Lai Sun Development Company Limited Lam Kin Ngok, Peter Chairman

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NOTICE OF GENERAL MEETING

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NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a general meeting (“ GM ”) of the members (“ Members ”) of Lai Sun Development Company Limited (“ Company ”) will be held at Harbour View Rooms I & II, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong, on Monday, 14 August 2017 at 3:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective, with effect from the first day of trading of the Stock Exchange immediately following the date on which this resolution is passed:

• (a) every fifty (50) issued ordinary shares in the share capital of the Company be consolidated (“ Share Consolidation ”) into one (1) ordinary share (each a “ Consolidated Share ”) in the share capital of the Company;

• (b) all of the Consolidated Shares shall rank pari passu in all respects with each other;

• (c) any fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and not issued to the shareholder(s) of the Company concerned, but all such fractional Consolidated Shares shall be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (“ Directors ”) may think fit; and

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NOTICE OF GENERAL MEETING

• (d) the Directors and such person or persons authorised by the Directors be and are hereby authorised to do all such acts and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as they shall, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.”

By order of the board of directors of Lai Sun Development Company Limited Chow Kwok Wor Company Secretary

Hong Kong, 26 July 2017

Registered Office: 11th Floor Lai Sun Commercial Centre 680 Cheung Sha Wan Road Kowloon, Hong Kong

Notes:

1. A Member entitled to attend and vote at the GM convened by the above notice (“ Notice ”) or its adjourned meeting is entitled to appoint one (or if he/she/it holds two or more shares in the share capital of the Company (“ Shares ”), more than one) proxy to attend the GM and, on a poll, vote on his/her/its behalf in accordance with the Articles of Association of the Company. A proxy need not be a Member.

2. A form of proxy for use at the GM is enclosed with this Notice and is also available at the respective websites of the Stock Exchange and the Company.

3. 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 of such power or authority, must be lodged with the Company’s share registrar, Tricor Tengis Limited (“ Registrar ”), at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the GM or its adjourned meeting (as the case may be) and in default, the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude Members from attending in person and voting at the GM or at its adjourned meeting (as the case may be) should they so wish. In such case, the said form(s) of proxy shall be deemed to be revoked.

The contact phone number of the Registrar is (852) 2980 1333.

1. To ascertain the entitlements to attend and vote at the GM, Members must lodge the relevant transfer document(s) and share certificate(s) at the office of the Registrar not later than 4:30 p.m. on Tuesday, 8 August 2017 for registration.

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NOTICE OF GENERAL MEETING

1. Where there are joint registered holders of any Share, any one of such joint holders may attend and vote at the GM or its adjourned meeting (as the case may be), either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but if more than one of such joint holders are present at the GM or its adjourned meeting (as the case may be) personally or by proxy, that one of such holders so present whose name stands first in the Register of Members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

2. In compliance with Rule 13.39(4) of the Listing Rules, voting on the resolution proposed in this Notice will be taken by poll.

3. If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time after 12:00 noon on the date of the GM, the GM will be postponed and Members will be informed of the date, time and venue of the postponed GM by a supplementary notice, posted on the respective websites of the Company and the Stock Exchange.

If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is cancelled at or before 12:00 noon on the date of the GM and where conditions permit, the GM will be held as scheduled.

The GM will be held as scheduled when an amber or red rainstorm warning signal is in force.

Members should decide whether they would attend the GM under a bad weather condition after considering their own situations and if they do so, they are advised to exercise care and caution.

1. Members are advised to read the circular of the Company dated 26 July 2017 which contains information concerning the resolution to be proposed in the GM.

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