Le Saunda Holdings Limited — Proxy Solicitation & Information Statement 2011

Jul 15, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Four Seas Mercantile Holdings Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

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FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 374)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an Annual General Meeting of Four Seas Mercantile Holdings Limited to be held at The Camomile Room, Lower Level II, Kowloon Shangri-la, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Thursday, 18 August 2011 at 12:00 noon is set out on pages 13 to 15 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.fourseasgroup.com.hk).

Whether or not you are able to attend the Annual General Meeting, you should complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, 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 adjourned meeting thereof if you so wish.

• For identification purpose only

18 July 2011

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.	Proposed granting of General Mandates to Repurchase Shares
	and to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.	Proposed re-election of the retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.	Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.	Voting by poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Appendix I	– Explanatory Statement on the Buyback Mandate. . . . . . . . . . . . . . . . . . . . . . 6
Appendix II – Details of the retiring Directors proposed to be
	re-elected at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Notice of the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

DEFINITIONS

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

• “Annual General Meeting”

an annual general meeting of the Company to be held at The Camomile Room, Lower Level II, Kowloon Shangri-la, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Thursday, 18 August 2011 at 12:00 noon to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 15 of this circular, or any adjournment thereof;

“Articles of Association” the articles of association of the Company; “Board” the board of Directors;

“Buyback Mandate” as defined in paragraph 2(i) of the Letter from the Board; “Company” Four Seas Mercantile Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange;

“Director(s)” director(s) of the Company;

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

• “Issuance Mandate” as defined in paragraph 2(ii) of the Letter from the Board; “Latest Practicable Date” 11 July 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

• “Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company; “Shareholder(s)” holder(s) of the Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” The Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong; and

• “HK$” Hong Kong dollars.

1

LETTER FROM THE BOARD

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FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 374)

Executive Directors: TAI Tak Fung, Stephen (Chairman) WU Mei Yung, Quinly ( Managing Director) MAN Wing Cheung, Ellis YIP Wai Keung WU Wing Biu NAM Chi Ming, Gibson

Registered Office: Caledonian House 69 Dr. Roy’s Drive P.O. Box 1043 KY1-1102 George Town Grand Cayman Cayman Islands

Independent Non-Executive Directors: LEUNG Mei Han CHAN Yuk Sang, Peter Hiroshi ZAIZEN Tsunao KIJIMA

Principal Place of Business in Hong Kong: Four Seas Group Building No. 1 Hong Ting Road Sai Kung Hong Kong 18 July 2011

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the nominal amount of issued Shares repurchased by the Company pursuant to the Buyback Mandate; and (iv) the proposed re-election of the retiring Directors.

• For identification purpose only

2

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

At the last annual general meeting of the Company held on 2 September 2010, general mandates were granted to the Directors to exercise powers of the Company to repurchase Shares of the Company and to allot and issue new Shares of the Company respectively. Such mandates will lapse at the conclusion of the Annual General Meeting and therefore, ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (i) to repurchase Shares on the Stock Exchange of an aggregate nominal amount of up to 10% of the total nominal amount of the issued share capital of the Company as at the date of passing the relevant resolution (i.e. an aggregate nominal amount of Shares up to HK$3,907,076.40 (equivalent to 39,070,764 shares) on the basis that the issued share capital of the Company remains unchanged as at the date of Annual General Meeting) (“Buyback Mandate”);

• (ii) to issue, allot and deal with Shares of an aggregate nominal amount of up to 20% of the total nominal amount of the issued share capital of the Company as at the date of passing the relevant resolution (i.e. an aggregate nominal amount of Shares up to HK$7,814,152.80 (equivalent to 78,141,528 shares) on the basis that the issued share capital of the Company remains unchanged as at the date of Annual General Meeting) (“Issuance Mandate”);

• (iii) to extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in the proposed ordinary resolutions numbered 5 and 6 set out in the notice of the Annual General Meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate which is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to article 101 of the Articles of Association of the Company, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.

Pursuant to article 119 of the Articles of Association of the Company, unless and until the Company in a general meeting shall otherwise determine, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation, provided that every Director (including those appointed for a specific term or holding office as Chairman or Managing Director) shall be subject to retirement by rotation at least once every three years or within such other period as the Stock Exchange

3

LETTER FROM THE BOARD

may from time to time prescribe or within such other period as the laws of such jurisdiction applicable to the Company. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election.

Pursuant to article 119 of the Company’s Articles of Association, Dr. Tai Tak Fung, Stephen, Dr. Wu Mei Yung, Quinly, Mr. Chan Yuk Sang, Peter and Mr. Hiroshi Zaizen shall retire at the Annual General Meeting. Mr. Hiroshi Zaizen did not offer himself for re-election at the Annual General Meeting due to retirement. All the other retiring Directors, being eligible, will offer themselves for re-election.

Mr. Zaizen has confirmed that he has no disagreement with the Board and there are no matters in relation to his retirement that need to be brought to the attention of the shareholders of the Company.

Pursuant to article 101 of the Company’s Articles of Association and the Company’s annoucement dated 9 July 2011, Mr. Tsunao Kijima who was appointed as independent non-executive director of the Company on 9 July 2011 will hold office only until the Annual General Meeting and being eligible, will offer himself for re-election at the Annual General Meeting.

The requisite details of the above 4 retiring Directors are set out in Appendix II of this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 13 to 15 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate, the granting of the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the nominal amount of Shares repurchased pursuant to the Buyback Mandate as well as the proposed re-election of the retiring Directors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fourseasgroup.com.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, 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 the form of proxy will not preclude you from attending and voting at the Annual General Meeting or at any adjourned meeting thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

4

LETTER FROM THE BOARD

5. VOTING BY POLL

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the proposed resolutions proposed will be put to vote by way of poll at the Annual General Meeting.

After the conclusion of the Annual General Meeting, the poll results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fourseasgroup.com.hk).

6. RECOMMENDATION

The Directors consider that the proposed granting of the Buyback Mandate, the granting of the Issuance Mandate and the extension of the Issuance Mandate and the proposed re-election of the retiring Directors are all in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

7. GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendix I (Explanatory Statement on the Buyback Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular.

Yours faithfully, For and on behalf of the Board Dr. TAI Tak Fung, Stephen , GBS, JP Chairman

5

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

This Appendix serves as an explanatory statement as required by the Listing Rules, to provide requisite information to you for your consideration of the Buyback Mandate.

1. REASONS FOR SHARE BUYBACK

The Directors believe that the proposed granting of the Buyback Mandate is in the interests of the Company and its Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 390,707,640 Shares of HK$0.10 each.

Subject to the passing of the ordinary resolution numbered 5 set out in the notice of the Annual General Meeting and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 39,070,764 Shares (representing 10% of the Shares in issue as at the Annual General Meeting) during the period in which the Buyback Mandate remains in force.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands and other applicable laws, as the case may be.

Shares shall not be repurchased 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. The Directors propose that repurchases of Shares under the Buyback Mandate in these circumstances would be financed from the Company’s internal resources or existing banking facilities.

There might be material 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 of the Company for the year ended 31 March 2011) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Buyback Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

4. MARKET PRICES OF SHARES

The highest and lowest market prices per Share at which the Shares have been traded on the Stock Exchange during each of the twelve months and up to the Latest Practicable Date were as follows:

	Share Prices
	(per Share)
Month	Highest	Lowest
	HK$	HK$
2010
July	2.73	2.25
August	2.34	2.04
September	2.40	2.03
October	2.34	2.18
November	2.45	2.17
December	2.50	2.24
2011
January	2.39	2.20
February	2.96	2.08
March	2.47	2.11
April	2.84	2.13
May	2.47	2.20
June	2.43	2.05
July (up to Latest Practicable Date)	2.23	2.18

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares, 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. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of such increase, could increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Buyback Mandate.

7

APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

As at the Latest Practicable Date, Special Access Limited (“SAL”) and Careful Guide Limited (“CGL”) were interested in 81,250,000 Shares and 82,000,000 Shares representing 20.80% and 20.99% of the total issued share capital of the Company respectively, making an aggregate holding of 163,250,000 Shares representing 41.79% of the total issued share capital of the Company. SAL is wholly owned by Dr. Tai Tak Fung, Stephen and Dr. Wu Mei Yung, Quinly, executive directors of the Company and CGL is owned by a discretionary trust, the Tai Family Trust, the eligible beneficiaries of which include members of the family of Dr. Tai Tak Fung, Stephen and Dr. Wu Mei Yung, Quinly. Besides, as at the Latest Practicable Date, Hong Kong Food Investment Holdings Limited (“HKFH”), a substantial Shareholder of the Company and the shares of which are listed on the main board of the Stock Exchange, was interested in 115,228,000 Shares, representing 29.49% of the total issued share capital of the Company. HKFH is owned as to 0.07% by the Company, as to 2.59% by Dr. Tai Tak Fung, Stephen, as to 20.38% by SAL, and as to 11.91% by CGL. As Dr. Wu Mei Yung, Quinly is the spouse of Dr. Tai Tak Fung, Stephen, Dr. Wu Mei Yung, Quinly is deemed to be interested in Dr. Tai Tak Fung, Stephen’s interests in the Shares and vice versa. Dr. Tai Tak Fung, Stephen and Dr. Wu Mei Yung, Quinly are therefore deemed to be interested in 278,478,000 Shares, representing 71.28% of the total issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the interests of Dr. Tai Tak Fung, Stephen and Dr. Wu Mei Yung, Quinly acting in concert would be increased to approximately 79.19% of the Company’s total issued share capital.

The Directors have no intention to exercise the Buyback Mandate to such an extent as will result in the number of Shares in the hands of the public float percentage as required under the Listing Rules of 25%.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined by the Listing Rules) have any present intention to sell Shares to the Company in the event that the Buyback Mandate is approved by Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Buyback Mandate is approved by its Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the laws of the Cayman Islands.

7. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares had been made by the Company (whether on the Stock Exchange or otherwise) during the last six months immediately preceding the Latest Practicable Date.

8

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

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting, are provided below.

Dr. TAI Tak Fung, Stephen , GBS, JP, PhD (honoris causa), aged 63, has been an executive director of the Company since June 1993. Dr. Tai is the founder and chairman of the Group, in charge of corporate and policy planning. Apart from being awarded the Gold Bauhinia Star and Silver Bauhinia Star by the Government of the Hong Kong Special Administrative Region (“HKSAR”), Dr. Tai has also been appointed as Justice of the Peace. He holds the Visiting Professor of South China Normal University and South China Agricultural University, member of the Board of Trustees of Jinan University, Honorary Doctorate of Philosophy of Morrison University in the United States and Doctor of Philosophy in Business Administration (honoris causa) of the Southern California University for Professional Studies in the United States. He is a Standing Committee Member of the National Committee of the Chinese People’s Political Consultative Conference and a Standing Committee Member of the Guangdong Provincial Committee of the Chinese People’s Political Consultative Conference. Dr. Tai holds several public positions, including the president of the Hong Kong Foodstuffs Association, the president of Hong Kong Japan Confectionery, Biscuit & Foodstuffs Association, the chairman of the Hong Kong Guangdong Chamber of Foreign Investors, the consultant of the China National Food Industry Association, Economic Adviser of Jilin City, a member of the Greater Pearl River Delta Business Council of the HKSAR, and a member of the Commission on Strategic Development of the HKSAR. He received a number of awards and accolades, including the World Outstanding Chinese Award, the 30th Food Industry Distinguished Service Award, the Award of the Ministry of Agriculture, Forestry and Fisheries of Japan for the Overseas Promotion of Japanese Food, the Outstanding Contribution Award of the China National Food Industry, the China Food Safety Annual Conference Award of Distinguished Management Entrepreneur, the Top 10 Famous People of China Innovative Branding Award, the Social Responsibility Contribution Award, “Honourable Citizen of Shantou City”, “Honourable Citizen of Guangzhou City” and “Honourable Citizen of Jilin City” in Mainland China. He is also the chairman of Hong Kong Food Investment Holdings Limited (“HKFH”), a substantial shareholder of the Company and the shares of which are listed on the Main Board of the Stock Exchange, and a director of Careful Guide Limited (“CGL”) and Special Access Limited (“SAL”), both of which are the substantial shareholders of the Company. He is also a director of various subsidiaries of the Company. Save as disclosed above, Dr. Tai has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong and overseas.

Dr. Tai is the spouse of Dr. Wu Mei Yung, Quinly, an executive director of the Company, and the brother-in-law of Mr. Wu Wing Biu, an executive director of the Company. Save as disclosed herein, Dr. Tai does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. Tai has a personal interest of 278,478,000 Shares. Save as disclosed herein, as at the Latest Practicable Date, he does not have any interest in Shares pursuant to Part XV of the SFO.

There is no service contract between Dr. Tai and the Company, and he is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with Article 119 of the Articles of Association.

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

APPENDIX II

Dr. Tai is entitled to emoluments of HK$3,920,000 per annum comprising Director’s fee, salary as well as other benefits in kind and allowances, which has been determined by the Board based on Dr. Tai’s experience, responsibilities and the prevailing market level of remuneration of executives of similar positions. He is not entitled to discretionary management bonus.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Dr. Tai that need to be brought to the attention of the Shareholders.

Dr. Wu Mei Yung, Quinly , PhD (honoris causa), aged 58, has been an executive director of the Company since June 1993. Dr. Wu is a co-founder and the managing director of the Group, responsible for the Group’s strategic planning, human resources, merchandising and purchasing policies; leading the Group’s core business in congruence with its corporate development. She has more than 30 years’ experience in the food and confectionery business. Dr. Wu is also a director of CGL and SAL, both the substantial shareholders of the Company. She is also a director of various subsidiaries of the Company. Save as disclosed above, Dr. Wu has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong and overseas.

Dr. Wu is the spouse of Dr. Tai Tak Fung, Stephen, the chairman and an executive director of the Company, and the sister of Mr. Wu Wing Biu, an executive director of the Company. Save as disclosed herein, Dr. Wu does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. Wu has a personal interest of 278,478,000 Shares. Save as disclosed herein, as at the Latest Practicable Date, she does not have any interest in Shares pursuant to Part XV of the SFO.

Dr. Wu has entered into a service contract with the Company for a term of two years commencing on 1 April 2010 and is subject to termination by either party by giving not less than three months’ written notice. She is also subject to retirement by rotation and re-election at the Company’s annual general meetings pursuant to Article 119 of the Articles of Association.

According to the service contract, Dr. Wu is entitled to emoluments of HK$1,250,000 per annum comprising Director’s fee, salary as well as other benefits in kind and allowances, which has been determined by the Board based on Dr. Wu’s experience, responsibilities and the prevailing market level of remuneration of executives of similar positions. She is also entitled to discretionary management bonus which shall be decided in the sole discretion of the Board based on her performance for the previous year.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Dr. Wu that need to be brought to the attention of the Shareholders.

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

APPENDIX II

Mr. Chan Yuk Sang, Peter , aged 65, has been an independent non-executive director of the Company since July 2000. He is also a member each of the audit committee and the remuneration committee of the Company. Mr. Chan was the chairman of a company listed on the Stock Exchange until July 2002. He was a senior general manager of a local bank until November 1998. Mr. Chan was also a director of a listed company in Hong Kong from 1993 to 1995 and an executive director of a joint Chinese-foreign bank in Shenzhen until 1995. He has more than 30 years’ experience in the banking and finance industry. Mr. Chan is currently an independent non-executive director of GOME Electrical Appliances Holding Limited, Imagi International Holdings Limited and Opes Asia Development Limited, companies whose shares are listed on the Main Board of the Stock Exchange. Save as disclosed above, Mr. Chan has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong and overseas.

Mr. Chan does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Chan does not have any interest in Shares pursuant to Part XV of the SFO.

There is no service contract entered into between Mr. Chan and the Company. He has not been appointed for a specific term but is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to Article 119 of the Articles of Association.

Mr. Chan is entitled to receive a Director’s fee of HK$80,000 per annum as an independent nonexecutive director, members of the audit committee and the remuneration committee of the Company. Such remuneration is determined based on the current market rate of similar positions. He is not entitled to discretionary management bonus.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders.

Mr. Tsunao Kijima , aged 63, has been appointed as an independent non-executive director of the Company since 9 July 2011. He is also a member of the audit committee of the Company starting from 9 July 2011. Mr. Kijima holds a Bachelor of Arts degree in Economics from Keio University in Japan. He was the executive vice president and chief representative for China of Mitsubishi Corporation. Mr. Kijima has more than 35 years’ experience of worldwide trading of processed foods, beverages, snack foods and other food products. Mr. Kijima served as a non-executive director of Lianhua Supermarket Holdings Co., Ltd., a company whose shares are listed on the Main Board of the Stock Exchange, from 2001 to 2006. He was an independent non-executive director of the Company from 1997 to 2006. Save as disclosed above, Mr. Kijima has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong and overseas.

11

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

APPENDIX II

Mr. Kijima does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Kijima does not have any interest in Shares pursuant to Part XV of the SFO.

There is no service contract entered into between Mr. Kijima and the Company. He has not been appointed for a specific term but is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to Articles 101 and 119 of the Articles of Association.

Mr. Kijima is entitled to receive a Director’s fee of HK$80,000 per annum as an independent nonexecutive director and a member of the audit committee of the Company. Such remuneration is determined based on the current market rate of similar positions. He is not entitled to discretionary management bonus.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Kijima that need to be brought to the attention of the Shareholders.

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NOTICE OF THE ANNUAL GENERAL MEETING

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FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 374)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Four Seas Mercantile Holdings Limited (the “Company”) will be held at The Camomile Room, Lower Level II, Kowloon Shangri-la, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Thursday, 18 August 2011 at 12:00 noon for the following purposes:

1. To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and of the Independent Auditors for the year ended 31 March 2011.

2. To declare a final dividend for the year ended 31 March 2011.

3. (a) To re-elect Dr. Tai Tak Fung, Stephen as Director.

4. (b) To re-elect Dr. Wu Mei Yung, Quinly as Director.

5. (c) To re-elect Mr. Chan Yuk Sang, Peter as Director.

6. (d) To re-elect Mr. Tsunao Kijima as Director.

7. (e) To authorise the Board of Directors to fix Director’s remuneration.

8. To re-appoint Ernst & Young as auditors and authorise the Board of Directors to fix auditors’ remuneration.

9. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its Shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

• (b) the total nominal amount of Shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• For identification purpose only

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NOTICE OF THE ANNUAL GENERAL MEETING

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

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

  • (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s Shareholders in general meeting; and

  • (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”;

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional Shares of the Company and to make or grant offers, agreements and options which would or might require Shares to be allotted, issued or dealt with during or after the end of the Relevant Period (as defined below), be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to (i) a rights issue where Shares are offered to Shareholders on a fixed record date in proportion to their then holdings of Shares (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, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) or (ii) any option scheme 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 grantee pursuant to the scheme of Shares or rights to acquire Shares of the Company, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles of Association of the Company, the total nominal amount of additional Shares to be issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with shall not in total exceed 20% of the total nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (b) 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;

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NOTICE OF THE ANNUAL GENERAL MEETING

  - (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s Shareholders in general meeting; and

  - (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”;

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

2. “ THAT the general mandate granted to the Directors of the Company pursuant to resolution numbered 6 above and for the time being in force to exercise the powers of the Company to allot Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the total nominal amount of Shares in the capital of the Company repurchased by the Company pursuant to the exercise by the Directors of the Company of the powers of the Company to purchase such Shares since the granting of such general mandate referred to in the above resolution numbered 5, provided that such amount shall not exceed 10% of the total nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”.

On behalf of the Board Dr. TAI Tak Fung, Stephen, GBS, JP Chairman

Hong Kong, 18 July 2011

Notes:

• (a) Pursuant to the Listing Rules, all votes of shareholders at general meetings must be taken by poll.

• (b) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

• (c) In order to be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member from attending and voting in person at the meeting or the adjourned meeting, and in such event, the form of proxy shall be deemed to be revoked.

• (d) The Register of Members of the Company will be closed from Tuesday, 16 August 2011 to Thursday, 18 August 2011 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending the above meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 15 August 2011.

As at the date of this document, the Board of Directors of the Company are Dr. TAI Tak Fung, Stephen, Dr. WU Mei Yung, Quinly, Mr. MAN Wing Cheung, Ellis, Mr. YIP Wai Keung, Mr. WU Wing Biu and Mr. NAM Chi Ming, Gibson as executive directors, and Ms. LEUNG Mei Han, Mr. CHAN Yuk Sang, Peter, Mr. Hiroshi ZAIZEN and Mr. Tsunao KIJIMA as independent non-executive directors.

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