ITE (Holdings) Limited — Proxy Solicitation & Information Statement 2018

Jun 19, 2018

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in ITE (Holdings) Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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ITE (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8092)

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF DIRECTORS;

(3) REFRESHMENT OF THE SCHEME MANDATE LIMIT; AND (4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Units C & D, 1/F., Por Yen Building, 478 Castle Peak Road, Kowloon, Hong Kong on Wednesday, 8 August 2018 at 2:30 p.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company’s registrar in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish and in such event the proxy shall be deemed to be revoked.

20 June 2018

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II – Details of retiring directors proposed to be re-elected at
the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be held at Units C & D, 1/F., Por Yen Building, 478 Castle Peak Road, Kowloon, Hong Kong on Wednesday, 8 August 2018 at 2:30 p.m., notice of which is set out on pages 14 to 18 of this circular

• “Annual Report” the annual report of the Company for the year ended 31 March 2018

• “Articles of Association” the articles of associations of the Company “Board” the board of Directors from time to time “Company” ITE (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the GEM of the Stock Exchange

• “Directors” the directors of the Company from time to time

• “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM

• “Group” the Company and its subsidiaries

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

• “Issue Mandate” the general and unconditional mandate proposed to be granted to Directors to allot, issue and deal with new Shares not exceeding 20% of the aggregate number of issued shares of the Company as at the date of passing of the relevant resolution at the AGM, which is extended by the addition of the number of Shares purchased under the Repurchase Mandate

• “Latest Practicable Date” 15 June 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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DEFINITIONS

• “Repurchase Mandate”

• the general and unconditional mandate proposed to be granted to Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the aggregate number of issued shares of the Company as at the date of passing of the relevant resolution at the AGM

• “Scheme Mandate Limit” the maximum number of Shares which may be allotted and issued upon the exercise of all share options which must not, in aggregate, in exceed 10% of the aggregate number of issued Shares as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the aggregate number of issued Shares as at the date of approval of the refreshed limit by the Shareholders

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

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Share Options” the share options granted by the Company entitling the holders thereof to subscribe for new Shares pursuant to the Scheme Option Scheme

• “Share Option Scheme” the share option scheme of the Company adopted on 8 August 2011

• “Shareholder(s)” holder(s) of the Share(s) from time to time

• “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

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LETTER FROM THE BOARD

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ITE (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8092)

Executive Directors:

Mr. Lau Hon Kwong, Vincent Mr. Cheng Kwok Hung Mr. Liu Hoi Wah

Independent non-executive Directors:

Dr. Lee Peng Fei, Allen Mr. Kam Hau Choi, Anthony Mr. Wong Wang Fat, Andrew

Registered office:

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place

of business in Hong Kong:

Units C & D, 1/F Por Yen Building 478 Castle Peak Road Kowloon Hong Kong

20 June 2018

To the Shareholders

Dear Sir or Madam,

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF DIRECTORS; (3) REFRESHMENT OF THE SCHEME MANDATE LIMIT; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the information relating to the resolutions to be proposed at the AGM for (i) general mandates to issue and repurchase shares; (ii) re-election of directors; and (iii) refreshment of the Scheme Mandate Limit, and to give you the notice of AGM in order to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

At the AGM, it will be proposed, by way of ordinary resolution, that the Directors of the Company be given a general and unconditional mandate to exercise all powers of the Company to allot, issue and deal with new Shares in the capital of the Company up to a maximum of 185,101,600 Shares, representing 20% of the aggregate number of issued shares of the Company as at the date of passing of the ordinary resolution. In addition, it is further proposed, by way of a separate ordinary resolution, that the Issue Mandate be extended by adding the number of Shares that may be purchased under the Repurchase Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, it will also be proposed, by way of ordinary resolution, that the Directors be given a general unconditional mandate to repurchase Shares not exceeding 10% of the aggregate number of issued shares of the Company as at the date of passing such resolution.

An explanatory statement containing all relevant information relating to the Repurchase Mandate and pursuant to the GEM Listing Rules, in particular rule 13.08, is set out in the Appendix I to this circular. The information in the explanatory statement is intended to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions relating to the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

According to article 108A, at each annual general meeting one-third of the Directors for the time being (or if their number is not a multiple of the three, the number nearest to but not less than one-third) shall retire from office by rotation provided that any Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires.

In accordance with the Articles of Association, Mr. Cheng Kwok Hung and Mr. Liu Hoi Wah will retire from office and, be eligible to offer themselves for re-election at the AGM.

Details of the retiring Directors who are 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

REFRESHMENT OF SCHEME MANDATE LIMIT

The Share Option Scheme adopted by the Company on 8 August 2011. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force.

Under the GEM Listing Rules and the Share Option Scheme:

• (i) the Company may refresh the Scheme Mandate Limit at any time subject to approval of the Shareholders in general meeting, provided that the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue as at the date of passing the relevant resolution. Share Options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised Share Options) will not be counted for the purpose of calculating the limit; and

• (ii) the Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme or other schemes at any time will not exceed 30% of the Shares in issue from time to time. No Share Options shall be granted under the Share Option Scheme or any scheme(s) of the Company if this will result in the 30% limit being exceeded.

Pursuant to the Share Option Scheme since its adoption, 25,600,000 Share Options have been granted by the Company. Of which, 1,150,000 Share Options were lapsed and no Share Options were exercised or cancelled. As at the Latest Practical Date, there were 24,450,000 Share Options outstanding under the Share Option Scheme which represents only approximately 2.64% of the aggregate number of issued Shares.

As at the Latest Practicable Date, there were 925,508,000 Shares in issue. If the Scheme Mandate Limit is refreshed on the basis of 925,508,000 Shares in issue as at the Latest Practicable Date and assuming that no Shares are issued or repurchased by the Company prior to the AGM, the Company may grant Share Options entitling holders thereof to subscribe for up to a maximum number of 92,550,800 Shares, representing 10% of the issued share capital of the Company as at the date of the approval of the refreshment of Scheme Mandate Limit by the Shareholders at the AGM.

The Board considers that it is in the interests of the Company to refresh the Scheme Mandate Limit so as to provide the Company with the flexibility of granting further Share Options under the Share Option Scheme and to provide incentives to, and recognize the contributions of, the Group’s employees and other selected grantees which the Board considers to be in the interests of the Company and the Shareholders as a whole. The Board therefore seeks the approval of the Shareholders at the AGM to refresh the Scheme Mandate Limit.

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LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is conditional upon:

• (i) the approval of the Shareholders at the AGM; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of Share Options granted under the refreshed Scheme Mandate Limit, up to 10% of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant the exercise of Share Options to be granted under the refreshed Scheme Mandate Limit.

AGM

A notice convening the AGM to be held at Units C & D, 1/F., Por Yen Building, 478 Castle Peak Road, Kowloon, Hong Kong on Wednesday, 8 August 2018 at 2:30 p.m. is set out on pages 14 to 18 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s registrar in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

The resolution proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information in this circular with regard to the Group. 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.

– 6 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the general mandates, the re-election of Directors and the refreshment of Scheme Mandate Limit proposed are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions to be proposed at the AGM and is required to abstain from voting on the resolution(s) to be proposed at the AGM.

Yours faithfully By Order of the Board ITE (Holdings) Limited Lau Hon Kwong Vincent Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to Shareholders of the Company relating to the Resolution 4B to be proposed at the AGM authorising the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 13.08 of the GEM Listing Rules which is set out as follows:

1. Share Capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 925,508,000 Shares.

Subject to the passing of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase Shares up to a maximum of 92,550,800 Shares representing not more than 10% of the aggregate number of issued shares of the Company as at the Latest Practicable Date, during the period from the date of passing of the resolution for the approval of the Repurchase Mandate up to (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 of Association or any other applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

2. Reasons for Repurchase

Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the best interest of the Company and its Shareholders for the Directors to have general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

3. Funding of Repurchase

The Company is empowered by its memorandum and articles of association to repurchase its Shares. The Cayman Islands law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium of the Company. Under the Cayman Islands law, the repurchased Shares will remain part of the authorised but unissued share capital.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

In repurchasing any Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and the applicable laws and regulations of the Cayman Islands. The Company may not purchase securities on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 March 2018) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an 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.

4. Share Prices

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

	Price Per Share	Price Per Share
	Highest	Lowest
	HK$	HK$
2017
June	0.1350	0.1000
July	0.1300	0.1000
August	0.1030	0.0900
September	0.1480	0.0890
October	0.1190	0.0940
November	0.1170	0.0900
December	0.1050	0.0900
2018
January	0.1090	0.0840
February	0.0900	0.0730
March	0.0960	0.0710
April	0.0790	0.0640
May	0.0790	0.0590
June (up to the Latest Practicable Date)	0.0750	0.0600

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EXPLANATORY STATEMENT

APPENDIX I

5. Undertaking

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

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

No connected persons (as defined in the GEM Listing Rules) of the Company has notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. The Code on Takeovers and Mergers

If, as a result of a shares repurchase, 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 the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares pursuant to Rule 26 and Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following Shareholders are interested in 10% or more of the Company’s issued shares:

			Approximate
			percentage of
		Approximate	shareholding if
		percentage	the Repurchase
	Number of	of existing	Mandate is
Name of Shareholders	Shares held	shareholding	exercised in full
Rax-Comm (BVI) Limited	241,102,348	26.05%	28.95%
	(Note)
Lau Hon Kwong, Vincent	247,210,348	26.71%	29.68%
	(Note)
Cheng Kwok Hung	115,572,000	12.49%	13.87%

Note: Mr. Lau Hon Kwong, Vincent held 76.39% of the entire issued share capital of Rax-Comm (BVI) Limited and therefore is deemed to be interested in the Shares owned by Rax-Comm (BVI) Limited under SFO.

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

In the event that the Directors shall exercise in full the Repurchase Mandate, the total interests of the above Shareholders would be increased to approximately the respective percentages shown in the last column above.

Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate to repurchase shares. If the Directors exercise the Repurchase Mandate (whether in whole or in part), they will not exercise it to the extent which would result in the number of Shares being held by the public falling below the relevant minimum prescribed percentage of the Company as required by the GEM Listing Rules, which is 25% of the entire issued share capital of the Company.

7. Share Repurchases made by the Company

The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately preceding the Latest Practicable Date.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

The details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

(1) Mr. Cheng Kwok Hung, aged 54, an executive Director

Mr. Cheng Kwok Hung is one of the founders of the Group. He is responsible for technical management and research and development (“R&D”). With 33 years of experience in R&D and production management, Mr. Cheng won the awards of the Hong Kong Awards for Industry for seven times (two Machinery and Equipment Design in 2005 and 2007, one Consumer Product Design in each of 1993, 2000 and 2001 and two Designs in 1997). He holds a Higher Diploma in Electronics Engineering from the Hong Kong Polytechnic.

As at the Latest Practical Date, Mr. Cheng has personal interest in 12.49% of the Shares and share options to subscribe for 900,000 shares of HK$0.01 each in the capital of the Company. Save as disclosed above, Mr. Cheng does not have any other interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Cheng does not have any other relationships with any Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company. Save as being executive Director, Mr. Cheng does not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years.

Mr. Cheng has entered into a service contract with the Company on 3 March 2014 for an initial fixed term of one year commencing from 1 April 2014 which will continue thereafter until terminated by three months’ notice in writing served by either party on the other. Mr. Cheng is appointed for a specific term and he is subject to retirement by rotation and re-election in accordance with the Articles of Association. He is entitled to receive a director’s fee of HK$60,000 per annum, which is determined based on the estimated time to be spent by him on the Company’s matters. Save for the said director’s fee, Mr. Cheng is not entitled to any other emolument for holding his office as an executive Director.

Save as disclosed above, there are no other information that is required to be disclosed pursuant to rule 17.50(2) of the GEM Listing Rules nor there other matters that need to be brought to the attention of the Shareholders.

– 12 –

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

(2) Mr. Liu Hoi Wah, aged 49, an executive Director

Mr. Liu Hoi Wah is responsible for financial management, accounting and corporate development. He joined the Group in March 2000. Mr. Liu graduated from The London School of Economics and Political Science of the University of London with a Bachelor of Science degree, first class honours in Management Science. He is an associate member of each of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants. Mr. Liu is the younger brother of Mr. H.K. Lau.

As at the Latest Practical Date, Mr. Liu has share options to subscribe for 900,000 shares of HK$0.01 each in the capital of the Company. Save as disclosed above, Mr. Liu does not have any other interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Liu does not have any relationships with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company except that he is the younger brother of Mr. Lau Hon Kwong, Vincent. Save as being executive director of the Company, Mr. Liu does not hold any directorship in other listed companies in the past 3 years.

Mr. Liu has entered into a service contract with the Company on 3 March 2014 for an initial fixed term of one year commencing from 1 April 2014 which will continue thereafter until terminated by three months’ notice in writing served by either party on the other. Mr. Liu is appointed for a specific term and he is subject to retirement by rotation and re-election in accordance with the Articles of Association. He is entitled to receive a director’s fee of HK$60,000 per annum, which is determined based on the estimated time to be spent by him on the Company’s matters. Save for the said director’s fee, Mr. Liu is not entitled to any other emolument for holding his office as an executive Director.

Save as disclosed above, there are no other information that is required to be disclosed pursuant to rule 17.50(2) of the GEM Listing Rules nor there other matters that need to be brought to the attention of the Shareholders.

– 13 –

NOTICE OF AGM

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ITE (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8092)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of ITE (Holdings) Limited (the “Company”) will be held at Units C & D, 1/F., Por Yen Building, 478 Castle Peak Road, Kowloon, Hong Kong on Wednesday, 8 August 2018 at 2:30 p.m. for the purposes of considering and, if thought fit, passing the following resolutions with or without amendments as resolutions of the Company:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and the auditor for the year ended 31 March 2018;

2. To re-elect retiring directors and authorise the board of directors to fix the remuneration of directors;

3. To re-appoint auditors and authorise the board of directors to fix their remuneration;

4. As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

5. (A) “ THAT

   • (a) subject to paragraph (c) of this Resolution, and pursuant to the Rules Governing the Listing of Securities on The Growth Enterprise Market (“GEM Listing Rules”) of The Stock Exchange of Hong Kong Limited (“Stock Exchange”), 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 new shares in the capital of the Company and to make and grant offers, agreements and options (including but not limited to warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which might require shares to be allotted be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) of this Resolution shall authorise the directors of the Company during the Relevant Period to make and grant offers, agreements and options (including but not limited to warrants,

– 14 –

NOTICE OF AGM

bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which might require shares to be allotted after the end of the Relevant Period;

• (c) the aggregate number of the shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) 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); or

• (ii) an issue of shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of shares or rights to acquire shares of the Company; or

• (iii) any issue of shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible into shares of the Company; or

• (iv) an issue of shares pursuant to any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of the dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the aggregate number of the issued shares of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the date of 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 any applicable law or the articles of association of the Company to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this Resolution.

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NOTICE OF AGM

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the Company on the register on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ THAT

• (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 powers of the Company to repurchase its shares on the Growth Enterprise Market (“GEM”) of the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the GEM Listing Rules of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate number of issued shares of the Company as at the date of the passing this Resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution:

“Relevant Period” means the period from the date of 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 general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or

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NOTICE OF AGM

  - (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this Resolution.”

• (C) “ THAT , subject to the passing of Resolution Nos. 4A and 4B, the general mandate granted to the directors of the Company to allot, issue and deal with new shares pursuant to Resolution 4A be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares repurchased by the Company under the authority granted pursuant to Resolution 4B provided that such extended amount shall not exceed 10 per cent. of the aggregate number of issued shares of the Company as at the date of passing of this Resolution.”

• (D) “ THAT , subject to and conditional upon the granting by the Listing Committee of the Stock Exchange the listing of, and permission to deal in, the shares of the Company to be issued pursuant to the exercise of options under the refreshed scheme mandate limit (the “Scheme Mandate Limit”) under the share option scheme of the Company adopted on 8 August 2011, which entitles the Directors to grant share options after the listing of the shares of the Company on the Stock Exchange, in the manner as set out in paragraph (a) of this resolution,

• (a) the refreshment of the Scheme Mandate Limit of up to 10 per cent. of the aggregate number of issued shares of the Company as at the date of passing of this resolution be and is hereby approved; and

• (b) the Directors be and are hereby authorized to do all such acts and things and execute all such documents, including under seal of the Company where applicable as they consider necessary or expedient to give effect to the foregoing arrangement.”

Yours faithfully For and on behalf of the Board of ITE (Holdings) Limited Yeung Yuen Chun Mona Company Secretary

Hong Kong, 20 June 2018

Registered office:

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Units C & D, 1/F Por Yen Building 478 Castle Peak Road Kowloon Hong Kong

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NOTICE OF AGM

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or, if he is a holder of more than one share, more proxies to attend and, subject to the provisions of the Articles of Association, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the annual general meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange at www.hkgem.com. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s registrar in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish and in such event, the proxy shall be deemed to be revoked.

3. In the case of joint holders of shares, any one of such holders may vote at the annual general meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the annual general meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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