Lee & Man Paper Manufacturing Limited — Proxy Solicitation & Information Statement 2011

Apr 14, 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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AEON Stores (Hong Kong) Co., Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

==> picture [60 x 36] intentionally omitted <==

AEON STORES (HONG KONG) CO., LIMITED 永 旺（ 香 港 ）百 貨 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 984)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board of Directors of AEON Stores (Hong Kong) Co., Limited (the ‘‘Company’’) is set out on pages 2 to 4 of this circular.

A notice convening the annual general meeting of the Company to be held at President Suite, World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 27 May 2011 at 10: 00 a.m. is set out on pages 16 to 17 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Secretaries 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 holding such meeting or adjourned meeting.

Completion and return of the form of proxy shall not preclude Shareholders of the Company from attending and voting in person at the annual general meeting or any adjourned meeting should they so wish.

15 April 2011

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Appendix I	— Information on Retiring Directors Proposed for Re-election . . . . . . . .	5
Appendix II	— Information on Retiring Directors’ Interests in Shares . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

– i –

DEFINITIONS

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

‘‘AGM’’ the annual general meeting of the Company to be held at President Suite, World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 27 May 2011 at 10: 00 a.m., notice of which is set out on pages 16 to 17 of this circular ‘‘Articles’’/‘‘Articles of the existing Articles of Association of the Company Association’’ ‘‘Board’’ the board of Directors ‘‘Companies the Companies Ordinance (Chapter 32 of the Laws of Hong Ordinance’’ Kong) ‘‘Company’’ AEON Stores (Hong Kong) Co., Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange. The Chinese name of the Company is ‘‘永旺（香港）百貨有限公司’’ ‘‘Director(s)’’ the Director(s) of the Company ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Latest Practicable 12 April 2011, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information contained in this circular ‘‘Listing Rules’’ The Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ People’s Republic of China ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Share(s)’’ ordinary share(s) of HK$0.20 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

LETTER FROM THE BOARD

==> picture [60 x 36] intentionally omitted <==

AEON STORES (HONG KONG) CO., LIMITED 永 旺（ 香 港 ）百 貨 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 984)

Executive Directors: LAM Man Tin (Managing Director) CHAN Pui Man Christine Yuji YONETA

Registered Office: G-4th Floor Kornhill Plaza (South) 2 Kornhill Road Hong Kong

Non-Executive Directors: Akihito TANAKA (Chairman) Haruyoshi TSUJI Yoshinori OKUNO Akio YOSHIDA Takashi KOMATSU

Independent Non-Executive Directors: LAM PEI Peggy SHAM Sui Leung Daniel CHENG Yin Ching Anna SHAO Kung Chuen Daniel

15 April 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with (i) the information relating to the reelection of the retiring Directors and to seek your approval of their re-election at the AGM; and (ii) the notice of the AGM.

– 2 –

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 85 and 101 of the Company’s Articles of Association, all Directors will retire at the AGM and, being eligible, will offer themselves for re-election. Information on such retiring Directors as required to be disclosed under the Listing Rules is set out in Appendix I to this circular.

3. AGM

Set out on pages 16 to 17 of this circular is a notice convening the AGM at which relevant resolutions will be proposed for the purpose of, inter alia, considering and, if thought fit, approving the re-election of the retiring Directors.

A form of proxy for the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Secretaries 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 holding the AGM or adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish.

4. LISTING RULES REQUIREMENT

According to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

5. RECOMMENDATION

The Directors consider that the resolutions (including the resolutions for the reelection of the retiring Directors) as set out in the notice of the AGM are in the best interests of the Company and its Shareholders and recommend the Shareholders to vote in favour of such resolutions at the AGM. The Directors will vote all their Shares in favour of all the resolutions as set out in the notice of AGM.

– 3 –

LETTER FROM THE BOARD

6. CLOSURE OF REGISTER OF MEMBERS

The Register of Members of the Company will be closed from 25 May 2011 to 27 May 2011 (both days inclusive) in order to determine entitlements for the proposed final dividend and attending and voting at the AGM. In order to qualify for the proposed final dividend and to qualify for attending and voting at the AGM, all share transfers accompanied by the relevant share certificates, must be lodged for registration with the Company’s share registrar, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4: 30 p.m. on 24 May 2011.

Yours faithfully.

By Order of the Board of AEON Stores (Hong Kong) Co., Limited Lam Man Tin

Managing Director

– 4 –

APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following is the information required to be disclosed by the Listing Rules on the retiring Directors proposed to be re-elected at the AGM.

EXECUTIVE DIRECTORS

Mr. LAM Man Tin

Mr. Lam (aged 52) was appointed as Executive Director in May 1999 and became the Managing Director in May 2006. He is also a Director of China Business of AEON Co., Ltd.. Mr. Lam joined the Company in 1992 and has over 20 years of retail and service experiences. He graduated from The University of Hull in the United Kingdom with a master’s degree in Strategic Marketing.

As at the Latest Practicable Date, Mr. Lam’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

In addition, there is no service contract between the Company and Mr. Lam. He is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Mr. Lam was entitled to the director’s fee, emolument and benefits (including cash-settled share-based payments) of HK$3,646,000 for 2010. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Mr. Lam did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

Ms. CHAN Pui Man Christine

Ms. Chan (aged 59) was appointed as Executive Director in September 2009 and is the Director of the Buying Division of the Company. Ms. Chan joined the Company in 1998. She has over 20 years of experience in the buying field as well as operations. Ms. Chan is a graduate of the State of Washington University with a bachelor’s degree in Business Administration.

As at the Latest Practicable Date, Ms. Chan’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

– 5 –

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

In addition, there is no service contract between the Company and Ms. Chan. She is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Ms. Chan was entitled to the director’s fee, emolument and benefits (including cash-settled share-based payments) of HK$1,367,000 for 2010. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Ms. Chan did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor she has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and she has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with her re-election.

Mr. Yuji YONETA

Mr. Yoneta (aged 45) was appointed as Executive Director in September 2009 and is the Director of Operations of the Company. Mr. Yoneta joined AEON Co., Ltd. in 1988 and transferred to AEON Co. (M) Bhd. in 1999. He joined the Company in 2009. He has over 20 years of experience in the buying field as well as operations. Mr. Yoneta is a graduate of the Kyoto Sangyo University with a bachelor’s degree in Business Administration.

As at the Latest Practicable Date, Mr. Yoneta’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

In addition, there is a service agreement between the Company and Mr. Yoneta. The service agreement is for a period of one year and renewable automatically for consecutive periods of one year subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Mr. Yoneta was entitled to the director’s emolument of HK$1,977,000 for 2010. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Mr. Yoneta did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

– 6 –

APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

NON-EXECUTIVE DIRECTORS

Mr. Akihito TANAKA

Mr. Tanaka (aged 63) was appointed as Non-executive Director in June 2006 and became the Chairman in May 2007. He is also a Vice President and the CEO of China Operation of AEON Co., Ltd.. Joining AEON Co., Ltd. in 1970, he was a Director of the Company from 1996 to 2003 and the Managing Director of the Company from 1997 to 1998. Mr. Tanaka graduated from Kansai University with a bachelor’s degree in Journalism.

As at the Latest Practicable Date, Mr. Tanaka’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

In addition, there is no service contract between the Company and Mr. Tanaka. He is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Mr. Tanaka was entitled to the director’s fee of HK$400,000 for 2010. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Mr. Tanaka did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

Mr. Haruyoshi TSUJI

Mr. Tsuji (aged 55) was appointed as Non-executive Director in March 2011. He is the CEO of China Business of AEON Co., Ltd. and he was the President of AEON Eaheart Co., Ltd.. He joined AEON Co., Ltd. in 1978. Mr. Tsuji graduated from Kansai University with a bachelor’s degree in Sociology.

As at the Latest Practicable Date, Mr. Tsuji’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

In addition, there is no service contract between the Company and Mr. Tsuji. He is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Mr. Tsuji will be entitled to the director’s fee of HK$140,000 (which will be pro-rata to the period of services in the year of his

– 7 –

APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

appointment) the year ending 31 December 2011. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Mr. Tsuji did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

Mr. Yoshinori OKUNO

Mr. Okuno (aged 47) was appointed as Non-executive Director in March 2011. He is a Director of China Business of AEON Co., Ltd. and he is appointed the Managing Director of Guangdong Jusco Teem Stores Co., Ltd., a non-wholly owned subsidiary of the Company. He joined AEON Co., Ltd. in 1993. Mr. Okuno graduated from Tsukuba University with a bachelor’s degree in Science.

As at the Latest Practicable Date, Mr. Okuno’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular. In addition, there is no service contract between the Company and Mr. Okuno. He is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Mr. Okuno will be entitled to the director’s emolument of HK$3,733,000 (which will be pro-rata to the period of services in the year of his appointment) for the year ending 31 December 2011. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Mr. Okuno did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

Mr. Akio YOSHIDA

Mr. Yoshida (aged 50) was appointed as Non-executive Director in March 2011. He is a Director of China Business of AEON Co., Ltd. and he was the General Manager of Kanto Development Division of AEON Retail Co., Ltd.. He joined AEON Co., Ltd. in 1983. Mr. Yoshida graduated from Shinshu University with a bachelor’s degree in Agriculture.

– 8 –

APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Yoshida’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

In addition, there is no service contract between the Company and Mr. Yoshida. He is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Mr. Yoshida will be entitled to the director’s fee of HK$140,000 (which will be pro-rata to the period of services in the year of his appointment) for the year ending 31 December 2011. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Mr. Yoshida did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

Mr. Takashi KOMATSU

Mr. Komatsu (aged 52) was appointed as Non-executive Director in March 2011 and he is appointed the Managing Director of AEON South China Co., Ltd., a wholly owned subsidiary of the Company. He joined AEON Co., Ltd. in 1983. Mr. Komatsu is a graduate of the Ryukoku University with a bachelor’s degree in Sociology.

As at the Latest Practicable Date, Mr. Komatsu’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

In addition, there is no service contract between the Company and Mr. Komatsu. He is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Mr. Komatsu will be entitled to the director’s emolument of HK$2,374,000 (which will be pro-rata to the period of services in the year of his appointment) for the year ending 31 December 2011. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Mr. Komatsu did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

– 9 –

APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTORS

Prof. LAM PEI Peggy, G.B.S., O.B.E., J.P.

Prof. Lam (aged 82) was appointed as Independent Non-executive Director since 1994. She was the Chairman of the Wan Chai District Council from 1985 to 2003 and was a member of the Preparatory Committee for the Hong Kong Special Administrative Region (‘‘HKSAR’’). She has also served as a Hong Kong Affairs Advisor to the People’s Republic of China and was the member of the Chinese People’s Political Consultative Conference for 15 years and the Executive Committee of All China Women’s Federation. She was a member of the Legislative Council from 1988 to 1995 and a member of the Provisional Legislative Council of the HKSAR. She is the Founding Chairperson of Hong Kong Federation of Women. She was appointed as the Justice of Peace in 1981, and awarded the Member of the British Empire (M.B.E.) in 1985 and the Order of the British Empire (O.B.E.) in 1993 by the Queen of Elizabeth II, the Silver Bauhinia Star (S.B.S.) and the Gold Bauhinia Star (G.B.S.) by the Government of the HKSAR in 1998 and 2003 respectively.

Prof. Lam graduated from The University of Shanghai with a bachelor’s degree in Arts. She received a Certificate in Family Planning from The University of Chicago and a Certificate in Public Health Administration from The University of Michigan, U.S.A. She was awarded as a Fellow in Family Planning by The American University in 1981 and Honorary Professor by University of Shanghai for Science and Technology in 2006. In 2009, she was also awarded an Honorary University Fellow by Hong Kong Baptist University.

As at the Latest Practicable Date, Prof. Lam’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

In addition, there is no service contract between the Company and Prof. Lam. She is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Prof. Lam was entitled to the director’s fee of HK$190,000 for 2010. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Prof. Lam did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor she has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and she has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with her re-election.

– 10 –

APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. SHAM Sui Leung Daniel

Mr. Sham (aged 55) was appointed as Independent Non-executive Director in September 2004. He is an associate member of The Institute of Chartered Accountants in England and Wales and also a Certified Public Accountant of the HKICPA. He was a partner with Moores Rowland Mazars from 1988 to 2003. He was a committee member of the Expert Panel on Listing, the Expert Panel on Securities and the Accountants’ Report Task Force of the HKICPA. Mr. Sham was also a committee member of the Disciplinary Panel of the HKICPA. A graduate from Leeds University in England, he holds a bachelor’s degree in Economics. Mr. Sham is currently an independent non-executive director of Melco International Development Limited. He was also an independent non-executive director of Value Convergence Holdings Limited until 4 January 2010. The shares of the aforesaid two companies are listed on the Stock Exchange.

As at the Latest Practicable Date, Mr. Sham does not have any interest in the share capital of the Company and its associated corporations within the meaning of Part XV of the SFO.

In addition, there is no service contract between the Company and Mr. Sham. He is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Mr. Sham was entitled to the director’s fee of HK$190,000 for 2010. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Mr. Sham did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be bought to the attention of the Shareholders in connection with his re-election.

Ms. CHENG Yin Ching Anna

Ms. Cheng (aged 41) was appointed as Independent Non-executive Director in June 2006 and she is a fellow of the Association of Chartered Certified Accountants and also a Certified Public Accountant of the HKICPA. From 1997 to 2004, she was the Finance Director of Rosedale Hotel Group Limited (now renamed as China Agri-Products Exchange Limited), a company listed on the Stock Exchange. She is currently the Chief Financial Officer of Peterson Holdings Company Limited.

As at the Latest Practicable Date, Ms. Cheng does not have any interest in the share capital of the Company and its associated corporations within the meaning of Part XV of the SFO.

– 11 –

APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

In addition, there is no service contract between the Company and Ms. Cheng. She is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Ms. Cheng was entitled to the director’s fee of HK$140,000 for 2010. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

Save as disclosed above, (i) Ms. Cheng did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor she has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and she has also confirmed that there are no other matters that need to be bought to the attention of the Shareholders in connection with her re-election.

Dr. SHAO Kung Chuen Daniel

Dr. Shao (aged 62) was appointed as Independent Non-executive Director in May 2008. He is the Managing Director of Van Yu Trading Co. Ltd. and First Regent Ltd.. In January 2010, Dr. Shao joined the Central Policy Unit of the Government of the HKSAR and also became the Overseas Economic Advisor for Dalian. He is the Senior Advisor of National Institute of Hospital Administration of China and the Honorary Consultant of Peking University Health Science Center in China since 1999. He has been appointed as the Committee Member of Main Committee and the Hong Kong/Japan Business Co-operation Committee of Hong Kong Trade Development Council since 1994. He has also been the member of Advisory Board of School of Continuing & Professional Studies of The Chinese University of Hong Kong since 1991. He was awarded the Bronze Bauhinia Star (B.B.S.) by the Government of the HKSAR in 1999. He graduated from Ohio University, U.S.A. and also received The Honorary Doctor of Law Degree from the University in 1998.

As at the Latest Practicable Date, Dr. Shao’s interests in the share capital of the Company and its associated corporations (if any) within the meaning of Part XV of the SFO is set out in the Appendix II to this circular.

In addition, there is no service contract between the Company and Dr. Shao. He is subject to the requirements for retirement and re-election at each annual general meeting of the Company in accordance with the Articles. Dr. Shao was entitled to the director’s fee of HK$170,000 for 2010. The emoluments of the Directors are determined by the Board with reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions.

– 12 –

APPENDIX I

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, (i) Dr. Shao did not hold any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor he has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, and (ii) there is no information to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules; and he has also confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election.

– 13 –

APPENDIX II

INFORMATION ON RETIRING DIRECTORS’ INTERESTS IN SHARES

• (a) LONG POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

				Approximate
				aggregate
	Number of	Number of	Number of	percentage of
	ordinary	ordinary	underlying	interests in the
	shares held as	shares held as	shares held as	issued share
	personal	family	personal	capital of the
Name of Directors	interests	interests	interests	Company
			(Note)	%
LAM Man Tin	20,000	—	738,000	0.292
CHAN Pui Man
Christine	6,000	—	52,000	0.022
Akihito TANAKA	50,000	—	—	0.019
LAM PEI Peggy	200,000	—	—	0.077
SHAO Kung
Chuen Daniel	4,000	4,000	—	0.003

Note: This column represents interests in Stock Appreciation Rights granted under the Company’s Stock Appreciation Rights Scheme, particulars of which are set out in note 33 to the consolidated financial statements contained in the Annual Report of the Company for the year ended 31 December 2010.

(b) LONG POSITIONS IN THE SHARES OF AEON CO., LTD., THE COMPANY’S ULTIMATE HOLDING COMPANY

	Number of
	shares held	Approximate
	as personal	percentage of
Name of Directors	interests	interests
		%
Akihito TANAKA	15,300	0.0019
Yuji YONETA	800	0.0001
Haruyoshi TSUJI	3,109	0.0004
Yoshinori OKUNO	300	0.0001
Akio YOSHIDA	5,718	0.0007
Takashi KOMATSU	2,000	0.0002

– 14 –

INFORMATION ON RETIRING DIRECTORS’ INTERESTS IN SHARES

APPENDIX II

(c) LONG POSITIONS IN THE SHARES OF OTHER ASSOCIATED CORPORATIONS

	Akihito	TANAKA
	Number of
	shares held as	Approximate
Name of other	personal	percentage of
Associated Corporations	interests	interests
		%
AEON Fantasy Co., Ltd.	3,801	0.021
AEON Thana Sinsap (Thailand) Plc.	20,000	0.500
AEON Mall Co., Ltd.	4,000	0.002
AEON Co. (M) Bhd.	200,000	0.057
Ryukyu JUSCO Co., Ltd.	100	0.018

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [60 x 36] intentionally omitted <==

AEON STORES (HONG KONG) CO., LIMITED 永 旺（ 香 港 ）百 貨 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 984)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Shareholders of AEON Stores (Hong Kong) Co., Limited (the ‘‘Company’’) will be held at President Suite, World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 27 May 2011 at 10: 00 a.m. for the following purposes:

1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2010.

2. To approve a final dividend for the year ended 31 December 2010.

3. To re-elect Directors and authorise the Board of Directors to fix the remuneration of the Directors.

4. To re-appoint Auditor and authorise the Directors to fix the Auditor’s remuneration.

By Order of the Board Chan Kwong Leung, Eric Company Secretary

Hong Kong, 15 April 2011

Registered Office:

G-4th Floor Kornhill Plaza (South) 2 Kornhill Road Hong Kong

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company.

• (2) In order to be valid, form(s) of proxy, 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, must be deposited at the office of the Company’s share registrar, Tricor Secretaries 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.

• (3) The Register of Members of the Company will be closed from 25 May 2011 to 27 May 2011 (both days inclusive) during which period no transfer of shares can be registered. In order to qualify for the proposed final dividend and attending and voting at the annual general meeting, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s share registrar, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 30 p.m. on 24 May 2011.

• (4) Further information relating to the Directors proposed to be re-elected at the annual general meeting will be provided in a circular of the Company to be sent to all members together with the Annual Report for the year ended 31 December 2010.

• (5) If approved, the proposed final dividend will be payable on or before 24 June 2011.

– 17 –