Jimu Group Limited — AGM Information 2017

Mar 30, 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 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 Ever Smart International Holdings Limited (the ‘‘Company’’), you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale 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 (the ‘‘Stock Exchange’’) 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.

==> picture [62 x 49] intentionally omitted <==

EVER SMART INTERNATIONAL HOLDINGS LIMITED 永駿國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code : 8187

PROPOSALS FOR GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (‘‘AGM’’) of the Company to be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Thursday, 18 May 2017, at 11:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular.

A form of proxy for use by shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours (11:00 a.m. of Tuesday, 16 May 2017) before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.

This circular will remain on the ‘‘Latest Company Announcements’’ page of the Stock Exchange website at www.hkexnews.hk for 7 days from the date of its posting. This circular will also be posted on the Company’s website at esmart.hk.

30 March 2017

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

				Page
Characteristics		of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		i
Definitions	. . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Appendix I		–	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	APP I-1
Appendix II		–	Details of Directors proposed to be re-elected
			at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	APP II-1
Notice of AGM			. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– 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 Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Thursday, 18 May 2017, at 11:00 a.m., the notice of which is set out on pages AGM-1 to AGM-5 of this circular

• ‘‘AGM Notice’’ the notice convening the AGM set out on pages AGM-1 to AGM-5 of this circular

• ‘‘Articles of Association’’ the articles of association of the Company adopted on 11 May 2016 and took effect on 30 May 2016

• ‘‘associate(s)’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Capitalisation Issue’’ the capitalization of an amount of HK$3,599,990 from the amount standing to the credit of the share premium account of the Company as set out in the section headed ‘‘A. Further information about our Company and our subsidiaries – 3. Written resolutions of the sole Shareholder’’ in Appendix IV to the Prospectus

• ‘‘Company’’

Ever Smart International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM

• ‘‘connected person(s)’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘GEM’’

• the Growth Enterprise Market of the Stock Exchange

• ‘‘GEM Listing Rules’’

the Rules Governing the Listing of Securities on GEM

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• ‘‘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 to exercise all power of the Company to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution for approving such issue mandate

• ‘‘Latest Practicable Date’’ 23 March 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Listing Date’’ 30 May 2016, being the date of listing of the Shares on GEM

• ‘‘Placing’’

• the conditional placing of 120,000,000 new Shares being offered for subscription by the Company for cash at the placing price of HK$0.50 per Share as described in the Prospectus

• ‘‘Prospectus’’ prospectus of the Company dated 20 May 2016

• ‘‘Repurchase Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution for approving such repurchase mandate

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended and supplemented from time to time

• ‘‘Share(s)’’

• share(s) of nominal value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘substantial shareholder(s)’’ has the meaning ascribed to it under the GEM Listing Rules

– 2 –

DEFINITIONS

‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buybacks ‘‘%’’ per cent.

– 3 –

LETTER FROM THE BOARD

==> picture [62 x 48] intentionally omitted <==

EVER SMART INTERNATIONAL HOLDINGS LIMITED 永駿國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code : 8187

Executive Directors: Mr. Ho Kin Wai (Chairman and Chief Executive Officer) Mr. Ho Kin Pong

Independent non-executive Directors: Mr. Yuen Poi Lam William Mr. Lu Tak Ming Mr. Liu Chun Kit

Registered Office: P.O. Box 1350 Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Unit 03, 15/F 909 Cheung Sha Wan Road Cheung Sha Wan Kowloon Hong Kong

30 March 2017

To the Shareholders

Dear Sir/Madam,

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

INTRODUCTION

Dealing in the Shares on GEM commenced on 30 May 2016.

As disclosed in the Prospectus, on 11 May 2016, resolutions were passed by the then sole Shareholder granting the general and unconditional mandates to the Directors to exercise the powers of the Company to:

– 4 –

LETTER FROM THE BOARD

• (a) allot, issue and deal with Shares not exceeding 20% of the aggregate number of issued Shares immediately following completion of the Capitalisation Issue and the Placing;

• (b) repurchase Shares not exceeding 10% of the aggregate number of issued Shares immediately following completion of the Capitalisation Issue and the Placing; and

• (c) add to the general mandate to issue Shares the number of Shares repurchased by the Company pursuant to the repurchase mandate set out in paragraph (b) above.

The above general mandates will expire at the conclusion of the AGM.

Pursuant to Article 108 of the Articles of Association, at each annual general meeting one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years, and each retiring Director shall be eligible for re-election.

Pursuant to Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy or as an additional Director shall hold office until the first general meeting of the Company after his appointment and be subject to re-election at such meeting.

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to (i) the granting to the Directors of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate and (ii) the re-election of retiring Directors.

GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the relevant resolution.

The Issue Mandate allows the Company to allot, issue and otherwise deal with Shares only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date be which the next annual general meeting of the Company is required to be held by the Articles of Association or the laws of the Cayman Islands; and (iii) the date upon which such mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company (‘‘Relevant Period’’).

– 5 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the issued share capital of the Company comprised 480,000,000 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Directors would be authorised to allot, issue and otherwise deal with a maximum of 96,000,000 new Shares under the Issue Mandate, representing 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to repurchase Shares of not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the relevant resolution. The Repurchase Mandate allows the Company to make purchases only during the Relevant Period.

As at the Latest Practicable Date, the issued share capital of the Company comprised 480,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Company would be allowed to repurchase a maximum of 48,000,000 Shares under the Repurchase Mandate, representing 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM.

An explanatory statement required to be sent to the Shareholders under the GEM Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Repurchase Mandate to the Shareholders.

RE-ELECTION OF RETIRING DIRECTORS

According to Article 108(a) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not 3 or a multiple of 3, then the nearest to but not less than one-third), shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every 3 years. A retiring Director shall be eligible for re-election. Article 108(b) of the Articles of Association further provides that the Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the 3 years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last reelected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. In accordance with Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy or as an additional Director shall hold office until the first general meeting of the Company after his appointment and be subject to re-election at such meeting.

– 6 –

LETTER FROM THE BOARD

In accordance with Article 112 of the Articles of Association, all Directors, being Mr. Ho Kin Wai, Mr. Ho Kin Pong, Mr. Yuen Poi Lam William, Mr. Lu Tak Ming and Mr. Liu Chun Kit will retire from office as Directors and being eligible, have offered themselves for re-election as Directors at the AGM.

Details of the above retiring Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the GEM Listing Rules.

Save as disclosed above and in Appendix II in relation to the Directors, there is no other matters that needs to be brought to the attention of the Shareholders regarding their re-election.

AGM

A notice convening the AGM to be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Thursday, 18 May 2017, at 11:00 a.m. is set out on page AGM-1 to AGM-5 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, (i) the granting of the Issue Mandate and Repurchase Mandate and the extension of the Issue Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; and (ii) the re-election of retiring Directors.

Pursuant to Rule 17.47(4) of the GEM 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. Announcement will be made by the Company after the AGM on the poll results of the AGM.

A form of proxy for use by Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours (11:00 a.m. of Tuesday, 16 May 2017) before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). 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 (as the case may be) should you so desire.

– 7 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors consider that (i) the granting of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate; and (ii) the proposed re-election of retiring Directors 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 and as set out in the AGM Notice.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board Ever Smart International Holdings Limited Ho Kin Wai Chairman

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement as required under the GEM Listing Rules to provide the requisite information to Shareholders for consideration of the Repurchase Mandate pursuant to Rule 13.08 of the GEM Listing Rules.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 480,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of AGM, the Company will be allowed to repurchase a maximum of 48,000,000 Shares, representing 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM.

2. SOURCE OF FUNDS

The Directors propose that the repurchase of Shares under the Repurchase Mandate would be made out of profits or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase.

In repurchasing the Shares, the Company may only apply funds which are legally available for such purposes in accordance with the constitutive documents of the Company, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company will not purchase the Shares on 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.

3. REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of exercising the Repurchase Mandate, the Directors believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate 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 repurchase of Shares will benefit the Company and Shareholders as a whole.

APP I-1

EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during the period from the Listing Date to the Latest Practicable Date were as follows:

	Shares	Price
	Highest	Lowest
	HK$	HK$
2016
May (since 30 May 2016, being the Listing Date)	3.500	0.990
June	1.010	0.275
July	0.325	0.255
August	0.315	0.241
September	0.385	0.280
October	0.410	0.340
November	0.460	0.335
December	0.430	0.370
2017
January	0.410	0.375
February	0.430	0.385
March (up to the Latest Practicable Date)	0.395	0.355

5. UNDERTAKING

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

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares 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 the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the shareholder’s interest, 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.

APP I-2

EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, the substantial Shareholders (as defined in the GEM Listing Rules) were:

			Approximate percentage of	Approximate percentage of
			total issued Shares
				if
			as at the	Repurchase
	Number of		Latest	Mandate is
	Shares held/		Practicable	exercised
Name of Shareholders	interested in	Nature of interest	Date	in full
Asia Matrix Investments	360,000,000	Beneficially owner	75.0%	83.3%
Limited
(‘‘Asia Matrix’’)
Mr. Ho Kin Wai	360,000,000	Interest in a controlled	75.0%	83.3%
(‘‘Mr. Ho’’)		corporation (Note)

Notes: These 360,000,000 shares are held by Asia Matrix, the entire issued share capital of which is beneficially owned as to 100% by Mr. Ho. Mr. Ho is deemed to be interested in all the shares held by Asia Matrix under the SFO.

Based on the shareholding of the substantial Shareholder set out above, in the event that the Directors exercise the power to repurchase Shares under the Repurchase Mandate to be proposed at the AGM in full, and assuming there is no change in the issued share capital of the Company as at the date of passing of the relevant resolution granting the Repurchase Mandate, to the extent of repurchasing 48,000,000 Shares, the interest in the Company of each of Mr. Ho and Asia Matrix would be increased to approximately 83.3% of the issued Shares and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

However, the Directors would not exercise the Repurchase Mandate in whole or in part to the extent as may result in the number of the issued Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the GEM Listing Rules.

APP I-3

EXPLANATORY STATEMENT

APPENDIX I

7. DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

• (i) As at the Latest Practicable Date, none of the Directors nor, to the best of their respective knowledge and belief and having made all reasonable enquiries, their associates (as defined under the GEM Listing Rules), had any present intention, if the Repurchase Mandate is approved by the Shareholders and is exercised, to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate.

• (ii) As at the Latest Practicable Date, no connected person (as defined in the GEM Listing Rules) of the Company had notified the Company that he/she/it has a present intention to sell any Shares to the Company or any of its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

8. MATERIAL ADVERSE CHANGE

As compared with the financial position of the Company as at 31 December 2016 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be any material adverse impact on the working capital or gearing position of the Company in the event that the repurchases pursuant to the Repurchase Mandate were to be carried out in full during the Relevant Period.

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 of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

9. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on GEM or otherwise) from the Listing Date up to the Latest Practicable Date.

APP I-4

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

APPENDIX II

The following are particulars of the Directors proposed to be re-elected at the AGM:

EXECUTIVE DIRECTORS

Mr. Ho Kin Wai（何建偉）(“Mr. Ho”)

Mr. Ho, aged 41, is one of the founder of the Group and was appointed as a Director on 6 February 2015. He was then redesignated as an executive Director and appointed as the chairman and chief executive officer of the Company on 18 September 2015. Mr. Ho is responsible for the overall business development, sales, strategic planning and major decision-making of the Group.

Mr. Ho obtained a bachelor of science in management in August 1999 from Royal Holloway and Bedford New College, University of London in the United Kingdom (‘‘UK’’) (currently known as Royal Holloway, University of London) and a master of science in interactive multimedia in June 2001 from Middlesex University in the UK.

Mr. Ho has over 12 years of experience in the footwear industry. He has been a director of Ever Smart International Enterprise Limited, a wholly-owned subsidiary of the Company, since January 2009. Prior to joining the Group, he served as senior merchandiser of Betastar Trading Limited from July 2003 to January 2009, the principal business of which is trading of children’s footwear, responsible for sourcing footwear manufacturers, developing footwear, and handling and monitoring order process.

Mr. Ho is the elder brother of Mr. Ho Kin Pong, who is the executive director of the Company.

Save as disclosed above, Mr. Ho does not have any relationship with other Directors and senior management of the Company, substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Ho was interested in 360,000,000 Shares, representing 75% of the issued Shares, through his controlled corporation, Asia Matrix Investments Limited, within the meaning of Part XV of the SFO.

Mr. Ho presently holds directorship in certain of the subsidiaries of the Group. Mr. Ho did 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 three years prior to the Latest Practicable Date.

Mr. Ho has entered into a director’s service contract with the Company for an initial term of three years commencing on 30 May 2016, which may be terminated by either party by giving at least three month’s written notice and is entitled to receive an annual salary of HK$2,640,000 which is determined with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibility with the Group.

APP II-1

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

APPENDIX II

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Ho as an executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

Mr. Ho Kin Pong（何建邦）(‘‘Mr. KP Ho’’)

Mr. KP Ho, aged 33, was appointed as an executive Director on 18 September 2015. He has been administrative and human resources manager of the Group since October 2013. He is responsible for the overall administrative work, human resources management of the Group and merchandising of footwear.

Mr. KP Ho obtained a bachelor of arts in economics in June 2005 from the University of Stirling in the UK.

Mr. KP Ho has approximately 8 years of experience in leather trading business. Prior to joining the Group, he was a senior sales manager of Edward Wong & Company Limited, which is principally engaged in international trade of leather and textile, responsible for sales of leather.

Mr. KP Ho is the younger brother of Mr. Ho, Chairman, Chief Executive Office and executive director of the Company.

Save as disclosed above, Mr. KP Ho does not have any relationship with other Directors and senior management of the Company, substantial or controlling Shareholders and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. KP Ho presently holds management position in certain subsidiaries of the Group. Mr. KP Ho did not hold any directorship in any other public companies the securities of which are listed on any securities marketed in Hong Kong or overseas in the three years prior to the Latest Practicable Date.

Mr. KP Ho has entered into a director’s service contract with the Company for an initial term of three years commencing on 30 May 2016, which may be terminated by either party by giving at least three month’s written notice and is entitled to receive an annual salary of HK$696,000 per annum which is determined with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibility with the Group.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. KP Ho as an executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

APP II-2

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

APPENDIX II

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Yuen Poi Lam William（袁沛林）(‘‘Mr. Yuen’’)

Mr. Yuen, aged 49, was appointed as an independent non-executive Director on 11 May 2016.

Mr. Yuen graduated from the University of Southern California in the United States with a bachelor of science in accounting. He is a member of the American Institute of Certified Public Accountants and the Hong Kong Institute of Certified Public Accountants. He is also a certified public accountant in the State of California, the United States and a chartered global management accountant in the United States.

Mr. Yuen has over 20 years of experience in corporate finance, accounting and auditing, corporate management as well as company secretarial compliance. Prior to joining our group, Mr. Yuen had served as chief financial officer and company secretary in a number of companies listed on the Stock Exchange and as senior manager in capital markets group and audit and assurance department of international accounting firms in both Hong Kong and the United States.

Mr. Yuen does not have any relationship with other Directors and senior management of the Company, substantial or controlling Shareholders and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Yuen did not hold any directorship in other listed public companies in the last three years and any other position with the Company and other members of the Group.

Mr. Yuen has entered into a director’s service contract with the Company for an initial term of three years commencing on 11 May 2016, which may be terminated by either party by giving at least one month’s written notice and is entitled to receive a director’s remuneration of HK$180,000 per annum which is determined with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibility with the Group.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Yuen as an independent non-executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

APP II-3

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

APPENDIX II

Mr. Lu Tak Ming（盧德明）(‘‘Mr. Lu’’)

Mr. Lu, aged 69, was appointed as an independent non-executive Director in 11 May 2016.

Mr. Lu obtained a bachelor of social science from the Chinese University of Hong Kong in October 1971.

Mr. Lu was an independent non-executive director of Royal Century Resources Holdings Limited (formerly known as Kate China Holdings Limited), whose shares are listed on the GEM (stock code: 8125), from June 2014 to April 2016. From October 2004 to March 2013, he was the chief executive officer of Yan Oi Tong Limited, which is a welfare organisation. He is also a registered social worker with the Social Workers Registration Board. Mr. Lu has more than 30 years of experience working in the Social Welfare Department of Hong Kong, serving several positions including social welfare officer, chief social work officer and principal social work officer of Tsuen Wan and Kwai Ching District before his retirement in 2003.

Mr. Lu does not have any relationship with other Directors and senior management of the Company, substantial or controlling Shareholders and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Lu did not hold any directorship in other listed public companies in the last three years and any other position with the Company and other members of the Group.

Mr. Lu has entered into a director’s service contract with the Company for an initial term of three years commencing on 11 May 2016, which may be terminated by either party by giving at least one month’s written notice and is entitled to receive a director’s remuneration of HK$75,000 per annum which is determined with reference to the prevailing market practice, the Company’s remuneration policy, her duties and responsibility with the Group.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Lu as an independent non-executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

APP II-4

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

APPENDIX II

Mr. Liu Chun Kit（廖俊杰）(‘‘Mr. Liu’’)

Mr. Liu, aged 36, was appointed as an independent non-executive Director on 5 December 2016.

Mr. Liu obtained a certificate in hotel and catering services from Hong Kong Christian Service Kwun Tong Vocational Training Centre in July 2000.

Mr. Liu has extensive experience in operating and managing restaurants in Hong Kong and China. Mr. Liu is one of the founders and is currently the chief operating officer of Age Group Limited, a private company engaged in the operation of restaurants in Hong Kong, and 深圳前海 食為先食品有限公司 (Shenzhen Qian Hai Shi Wei Xian Food Company Limited[*] ), a company in Shenzhen China engaged in the manufacture, research and development of food products

Mr. Liu does not have any relationship with other Directors and senior management of the Company, substantial or controlling Shareholders and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Liu did not hold any directorship in other listed public companies in the last three years and any other position with the Company and other members of the Group, and save as disclosed, Mr. Liu does not have other major appointments and professional qualifications.

Mr. Liu has entered into a director’s service contract with the Company for an initial term of three years commencing on 5 December 2016, which may be terminated by either party by giving at least one month’s written notice and is entitled to receive a director’s remuneration of HK$60,000 per annum which is determined with reference to the prevailing market practice, the Company’s remuneration policy, his duties and responsibility with the Group.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Liu as an independent non-executive Director, there is no information to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

• for identification purpose only

APP II-5

NOTICE OF AGM

==> picture [62 x 48] intentionally omitted <==

EVER SMART INTERNATIONAL HOLDINGS LIMITED 永駿國際控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code : 8187

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘Meeting’’) of shareholders of Ever Smart International Holdings Limited (the ‘‘Company’’) will be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Thursday, 18 May 2017, at 11:00 a.m., to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. to receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the ‘‘Directors’’) and the auditor of the Company for the year ended 31 December 2016;

2. to re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the board of Directors to fix its remuneration;

3. (a) to re-elect Mr. Ho Kin Wai as an executive Director;

4. (b) to re-elect Mr. Ho Kin Pong as an executive Director;

5. (c) to re-elect Mr. Yuen Poi Lam William as an independent non-executive Director;

6. (d) to re-elect Mr. Lu Tak Ming as an independent non-executive Director;

7. (e) to re-elect Mr. Liu Chun Kit as an independent non-executive Director; and

8. (f) to authorize the board of Directors to fix the remunerations of the Directors;

AGM-1

NOTICE OF AGM

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

1. ‘‘THAT:

2. (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (the ‘‘GEM Listing Rules’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors 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 (the ‘‘Share’’) each in the share capital of the Company or securities convertible into such shares or options, warrants, or similar right to subscribe for any shares or convertible securities of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares in the Capital of the Company) during or after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for shares in the capital of the Company; (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part a dividend pursuant to the articles of association of the Company (the ‘‘Articles of Association’’) from time to time; or (iv) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the time of passing this resolution, and the said approval shall be limited accordingly; and

AGM-2

NOTICE OF AGM

• (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; or

• (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 applicable laws of the Cayman Islands to be held; or

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares of the Company open for a period fixed by the Company or the Directors to holders of shares of the Company whose names appear on the register 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 may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).’’

1. ‘‘THAT:

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the share capital of the Company on the Growth Enterprise Market of the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers to repurchase such shares are subject to and in accordance with all applicable laws and requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

AGM-3

NOTICE OF AGM

• (c) the aggregate nominal amount of the share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the time of the passing of 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 passing of this resolution until whichever is the earliest of:

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

  • (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 applicable laws of the Cayman Islands to be held; or

  • (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’

• ‘‘THAT conditional upon the passing of Resolutions 4 and 5 as set out in this notice convening the Meeting of which this resolution forms part, the general mandate granted to the directors of the Company pursuant to Resolution 4 as set out in this notice convening the Meeting of which this Resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 5 as set out in this notice convening the Meeting of which this Resolution forms part, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution.’’

By Order of the Board Ever Smart International Holdings Limited Ho Kin Wai

Chairman

Hong Kong, 30 March 2017

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint person as his/ her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

AGM-4

NOTICE OF AGM

1. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized on its behalf.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders by present at the above 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 share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the instrument appointing a proxy and, if requested by the board of Directors, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours (11:00 a.m. of Tuesday, 16 May 2017) before the time appointed for holding the Meeting or any adjournment thereof.

4. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in a case where the meeting was originally held within 12 months from such date.

5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. An explanatory statement as required by the GEM Listing Rules in connection with the repurchase mandate under Resolution 5 above is set out in Appendix I to this circular.

7. Details of the retiring directors proposed to be re-elected as directors of the Company at the Meeting are set out in Appendix II to this circular.

8. The transfer books and register of members of the Company will be closed from Friday, 12 May 2017 to Thursday,18 May 2017, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with 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, Hong Kong for registration no later than 4:30 p.m. on Thursday, 11 May 2017.

9. A form of proxy for use by shareholders at the Meeting is enclosed.

AGM-5