Leeport (Holdings) Limited — Proxy Solicitation & Information Statement 2011

Apr 4, 2011

IMPORTANT

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

If you have sold or transferred all your shares in Leeport (Holdings) Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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 [207 x 61] intentionally omitted <==

(incorporated in Bermuda with limited liability) (Stock Code: 387)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

AND

INFORMATION ON THE RETIRING DIRECTOR TO BE RE-ELECTED AT THE 2011 ANNUAL GENERAL MEETING

A letter from the board of directors of the Company is set out on page 1 to 5 of this circular. A notice convening the annual general meeting (the “ 2011 Annual General Meeting ”) of the Company to be held at 2/F, Gloucester Room, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on 26 May 2011 at 10:30 a.m. is set out in the 2010 annual report (the “ 2010 Annual Report ”) accompanying this circular.

A form of proxy for the 2011 Annual General Meeting is also enclosed with the 2010 Annual Report. Whether or not you desire to attend the 2011 Annual General Meeting, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the 2011 Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the 2011 Annual General Meeting or any adjournment thereof if you so wish.

• For identification purpose only

6 April 2011

LETTER FROM THE BOARD OF DIRECTORS

==> picture [207 x 63] intentionally omitted <==

(incorporated in Bermuda with limited liability) (Stock Code: 387)

Executive Directors: LEE Sou Leung, Joseph (Chairman) TAN, Lisa Marie (Deputy Chairman) CHAN Ching Huen, Stanley

Independent Non-Executive Directors: Dr. LUI Sun Wing PIKE, Mark Terence NIMMO, Walter Gilbert Mearns

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business: 1st Floor, Block 1 Golden Dragon Industrial Centre 152-160 Tai Lin Pai Road Kwai Chung New Territories Hong Kong 6 April 2011

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

AND

INFORMATION ON THE RETIRING DIRECTORS TO BE RE-ELECTED AT THE 2011 ANNUAL GENERAL MEETING

1. INTRODUCTION

The Company’s existing general mandates to issue shares and to repurchase shares were approved by the Company in the annual general meeting held on 11th May 2010. Unless otherwise renewed, the existing general mandates to issue shares and to repurchase shares will lapse at the conclusion of the 2011 Annual General Meeting.

* For identification purpose only

– 1 –

LETTER FROM THE BOARD OF DIRECTORS

In order to ensure flexibility when it is desirable to allot additional shares or to repurchase shares, the directors of the Company (the “ Directors ”) will seek the approval of shareholders to grant new general mandates to issue shares and to repurchase shares at the 2011 Annual General Meeting.

The purpose of this circular is to, inter alia, provide you with information on the proposed renewal of the general mandates to issue shares and to repurchase shares and on the retiring directors to be re-elected at the 2011 Annual General Meeting, so as to seek your approval of the related ordinary resolutions at the aforesaid meeting.

2. GENERAL MANDATE TO ISSUE SHARES (THE “ISSUE MANDATE”)

Two ordinary resolutions, as set out in the notice of the 2011 Annual General Meeting, will be proposed for the following purposes:–

Ordinary resolution no. 5 – to grant to the Directors a general mandate to issue new shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution; and

Ordinary resolution no. 7 – to increase the aggregate nominal amount of share capital of the Company which the Directors may issue under the general mandate if given in the Ordinary Resolution no. 5 by the aggregate nominal amount of share capital of the Company repurchased under the general mandate if given in the ordinary resolution no. 6.

The Company has in issue an aggregate of 215,444,062 shares of HK$0.10 each as at 29 March 2011, (the “ Latest Practicable Date ”), being the latest practicable date before the printing of this circular for ascertaining certain information to be included herein. Subject to the passing of the aforesaid ordinary resolution no. 5 and in accordance with the terms therein, the Company would be allowed to issue additional shares up to the aggregate nominal amount of a maximum of 43,088,812 shares on the basis that no further shares will be issued or repurchased prior to the 2011 Annual General Meeting.

3. GENERAL MANDATE TO REPURCHASE SHARES (THE “REPURCHASE MANDATE”)

The ordinary resolution no. 6 as set out in the notice of the 2011 Annual General Meeting, will be proposed to grant to the Directors a general mandate to exercise the powers of the Company to repurchase the Company’s fully paid up shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

The Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange.

– 2 –

LETTER FROM THE BOARD OF DIRECTORS

In accordance with the Listing Rules, the appendix to this circular serves as the explanatory statement, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions for granting of the Repurchase Mandate.

4. INFORMATION OF THE RETIRING DIRECTOR TO BE RE-ELECTED AT THE 2011 ANNUAL GENERAL MEETING

Mr. Chan Ching Huen, Stanley (“Mr. Chan”), aged 53, has been appointed as an executive director of the Company since March 2003. He is also the company secretary and the chief financial officer of the Company. Mr. Chan is responsible for overseeing the Company and its subsidiaries (the “Group”) financial planning and control, and information management.

Prior to joining the Group in October 2000, Mr. Chan held various managerial positions in the finance departments of several US based multi-national corporations in Hong Kong. He has over 25 years’ experience in auditing, financial and accounting management. Mr. Chan is a fellow member of the Chartered Association of Certified Accountants of the United Kingdom and the Hong Kong Institute of Certified Public Accountants respectively, and an associate member of the Institute of Chartered Secretaries and Administrators in the United Kingdom. Mr. Chan graduated from the Hong Kong Polytechnic University with a Higher Diploma in Accountancy and he also holds a Master Degree in Business Administration from Brunel University in the United Kingdom.

Except for being a director of the Company, Mr. Chan did not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. He is the director of certain subsidiaries of the Group. Pursuant to Mr. Chan’s service agreement with the Company, his appointment is for a term of 3 years from 10 July 2003 and would continue thereafter unless and until terminated by either party in accordance with his service agreement. As a director of the Company, Mr. Chan is subject to retirement by rotation and re-election at annual general meetings in accordance with the bye-laws of the Company. Mr. Chan’s existing remuneration is HK$935,000 per annum. In addition, for each completed year of service, Mr. Chan is entitled to a bonus equal to one month’s average salary, and a discretionary bonus as may be decided by the board of directors of the Company in accordance with the terms of his service agreement with the Company. Mr. Chan’s remuneration, which is commensurate with his duties and responsibilities held, is approved by the board of directors (the “Board”) with reference to the prevailing market situation for similar appointment. He is entitled to HK$1,475,000 for his remuneration (including retirement fund and bonus) in the financial year 2010.

As at the Latest Practicable Date, Mr. Chan is interested in 200,000 shares and 580,000 share options of the Company within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”) and he does not have relationships with any directors, senior management or substantial or controlling shareholders of the Company for the purpose of the Listing Rules and save as disclosed above, he does not have any interests in shares of the Company within the meaning of Part XV of the SFO.

– 3 –

LETTER FROM THE BOARD OF DIRECTORS

Mr. Pike Mark Terence (“Mr. Pike”), aged 54, has been appointed as independent non-executive director (“INED”) since May 2003. His appointment is for a term of 1 year and may be extended thereafter for such period as the Company and Mr. Pike may agree in writing.

Mr. Pike is an associate member of the Institute of Chartered Accountants of Australia and the Hong Kong Institute of Certified Public Accountants and holds a Bachelor’s Degree in Economics from the University of Sydney and a Postgraduate Certificate in Education from the University of Hong Kong. Mr. Pike has worked in Hong Kong in the commercial and educational fields for many years. He is currently the consultant with the Valle Grande Rural Institute in Peru, South America.

Except for being a director of the Company, Mr. Pike did not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor does he hold any position with the Company and its subsidiaries. He does not have relationships with any directors, senior management, substantial or controlling shareholders of the Company for the purpose of the Listing Rules.

As at the Latest Practicable Date, Mr. Pike does not have any interests in shares of the Company within the meaning of Part XV of the SFO. Mr. Pike’s remuneration is fixed at HK$100,000 per annum, which is commensurate with his duties and responsibilities as INED and the prevailing market situation. As a director of the Company, Mr. Pike is subject to retirement by rotation and re-election at annual general meetings in accordance with the bye-laws of the Company. Mr. Pike’s annual remuneration will be adjusted to HK$150,000 with effect from 6 May 2011 in order to reflect the current market condition.

Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of shareholders of the Company or to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules in relation to the proposed re-election of the aforesaid retiring directors.

5. ACTION TO BE TAKEN

The notice convening the 2011 Annual General Meeting to be held at 2/F, Gloucester Room, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on 26 May 2011 at 10:30 a.m. is set out in the Company’s 2010 Annual Report.

A form of proxy for the 2011 Annual General Meeting is also enclosed with the 2010 Annual Report. Whether or not you desire to attend the 2011 Annual General Meeting, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the 2011 Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the 2011 Annual General Meeting or any adjournment thereof if you so wish.

– 4 –

LETTER FROM THE BOARD OF DIRECTORS

6. RECOMMENDATION

The Directors believe that the granting of the Issue Mandate (including the extended mandate stipulated under Ordinary resolution no. 7) and the Repurchase Mandate are in the best interests of the Company and its Shareholders as a whole. Moreover, for your consideration, adequate information regarding the re-election of the retiring directors at the 2011 Annual General Meeting is contained herein. Meanwhile, the Directors recommend that all shareholders should vote in favour of the related ordinary resolutions to be proposed at the 2011 Annual General Meeting.

Yours faithfully, By Order of the Board Leeport (Holdings) Limited Lee Sou Leung, Joseph Chairman

– 5 –

EXPLANATORY STATEMENT

APPENDIX

This appendix serves an explanatory statement, as required by the Listing Rules, to provide requisite information to shareholders of the Company for their consideration as to whether to vote for or against the ordinary resolution to be proposed at the 2011 Annual General Meeting for granting the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:–

SHARE CAPITAL

As at the Latest Practicable Date, the Company has in issue an aggregate of 215,444,062 shares of HK$0.10 each which are fully paid.

Subject to the passing of the ordinary resolution no. 6 as set out in the notice of 2011 Annual General Meeting and in accordance with the terms therein, the Company would be allowed under the Repurchase Mandate to repurchase fully paid shares up to the aggregate nominal amount of a maximum of 21,544,406 shares on the basis that no further shares will be issued or repurchased prior to the 2011 Annual General Meeting.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any shares of the Company, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its shareholders. Trading conditions on the Stock Exchange have sometimes been volatile. At any time in the future when shares are trading at a discount to their underlying value, the ability of the Company to repurchase shares will be beneficial to those shareholders who retain their investment in the Company since their interests in the assets of the Company would increase in proportion to the number of shares repurchased by the Company and thereby resulting in an increase in net asset value and/or earnings per share of the Company. Such repurchases will only be made when the Directors believe that the repurchases will benefit the Company and its shareholders as a whole.

FUNDING OF REPURCHASES

The Company is empowered by its memorandum of association and bye-laws to repurchase its shares. In repurchasing shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and bye-laws and the applicable laws of Bermuda. In repurchasing shares, the Directors will only apply funds out of the capital paid up on the relevant shares or the funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose in accordance with Bermuda laws. Regarding the amount of premium (if any) payable on a repurchase, the Directors will only apply funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company. The shares so repurchased will be treated as cancelled but the aggregate amount of authorized share capital will not be reduced.

– 6 –

EXPLANATORY STATEMENT

APPENDIX

SHARE PRICES

The highest and lowest prices at which shares of the Company have been traded during each of the following twelve months were as follows:–

	Shares
	Highest	Lowest
	HK$	HK$
2010
March	0.6900	0.5700
April	0.9400	0.6400
May	0.8900	0.7400
June	0.8500	0.8000
July	0.9200	0.7900
August	1.0800	0.8100
September	0.8800	0.8200
October	1.0400	0.7700
November	1.1000	0.7500
December	1.1200	0.9200
2011
January	1.1000	0.9300
February	1.1000	0.9100
March to the Latest Practicable Date	1.1100	0.9500

REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any of the Company’s shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

POSSIBLE MATERIAL ADVERSE IMPACT

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 for the year ended 31st December 2010) in the event that the Repurchase 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 Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the Company’s working capital requirements or the gearing levels. 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.

– 7 –

EXPLANATORY STATEMENT

APPENDIX

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and laws of Bermuda and in accordance with the regulations set out in the memorandum of association and bye-laws of the Company.

EFFECT OF HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of share repurchase by the Company, a substantial shareholder’s proportionate interest in voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers (the “ Code ”). Accordingly, a shareholder, or group of shareholders acting in concert, could, depending on the level of increase in the interest of shareholdings, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Code.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following person(s) were directly or indirectly interested in 5% of more of the nominal value of the ordinary shares that carry a right to vote in all circumstances at general meetings of the Company:–

Name Mr. Lee Sou Leung, Joseph (“Mr. Lee”) Ms. Tan, Lisa Marie (“Ms. Tan”)	Number of shares held/ interested 7,752,000 (Note 1) 144,529,982 (Note 2) 816,000 (Note 3) 153,097,982 7,752,000 (Note 4) 144,529,982 (Note 2) 816,000 (Note 3) 153,097,982	Approximate Percentage of Shareholding 3.60% 67.08% 0.38%
		71.06%
		3.60% 67.08% 0.38%
		71.06%

Note 1: The 7,752,000 shares are held by Mr. Lee as personal interests.

Note 2: The 144,529,982 shares are held by Peak Power Technology Limited in its capacity as the trustee of The Lee Family Unit Trust holding the same for the benefit of holders of units issued by The Lee Family Unit Trust. HSBC International Trustee Limited is the trustee of the LMT trust whose discretionary objects are Ms. Tan, and Mr. Lee’s family members.

• Note 3: These 816,000 shares are beneficially owned by Ms. Tan. As husband of Ms. Tan, Mr. Lee is deemed to be interested in these shares by virtue of family interests.

– 8 –

EXPLANATORY STATEMENT

APPENDIX

• Note 4: Ms. Tan is deemed to be interested in shares held by Mr. Lee.

Note 5: Each of Mr. Lee and Ms. Tan holds share options to subscribe for 580,000 shares of the Company.

In the event that the Company exercised in full the power to repurchase shares of the Company in accordance with the terms of the ordinary resolution no. 6 to be proposed at the 2011 Annual General Meeting, the aforesaid interests of Mr. Lee, Ms. Tan and their respective associates in the existing issued share capital of the Company would be proportionally increased to approximately 78.96% (If both Mr. Lee and Ms. Tan exercise all their share options, such interest will further increase to 79.08% provided that the Repurchase Mandate is exercised in full). Mr. Lee, Ms. Tan and their respective associates currently holds 71.06% of the issued share capital as at the Latest Practicable Date. As at the Latest Practicable Date, the Directors are not aware of the consequences of such increases or as a result of repurchases of shares that would result in any of the aforesaid persons or any shareholder, or group of shareholders acting in concert, becoming obliged to make a mandatory offer under the Code.

As at the Latest Practicable Date, although the exercise of the Repurchase Mandate in whole will result in less than 25% of the issued share capital of the Company being held by the public but the Directors have no intention to exercise the Repurchase Mandate to such an extent that would result in the number of shares in the hands of public falls below the prescribed minimum percentage of 25%.

DIRECTORS’ DEALINGS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intends to sell shares to the Company under the Repurchase Mandate in the event that such mandate as proposed in the ordinary resolution no. 6 is approved by the shareholders of the Company.

CONNECTED PERSONS

The Company has not been notified by any connected persons 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 such mandate as proposed in the ordinary resolution no. 6 is approved by the shareholders of the Company.

– 9 –