Leeport (Holdings) Limited — Proxy Solicitation & Information Statement 2017

Jul 24, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

NATIONAL ELECTRONICS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 213)

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held on Thursday, 24 August 2017 at 10:00 a.m. at Dragon Room 1, The Hong Kong Bankers Club, 43/F, Gloucester Tower, The Landmark, Central, Hong Kong is set out on pages 12 to 16 of this circular.

A form of proxy for use in respect of the annual general meeting of the Company is enclosed. Whether or not you are able to attend the annual general meeting of the Company in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s principal place of business in Hong Kong at Suite 3201, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the meeting, or any adjournment thereof, if you so wish.

24 July 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed general mandates to issue and buy back Shares. . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II — Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held on
	Thursday, 24 August 2017 at 10:00 a.m. at Dragon Room 1,
	The Hong Kong Bankers Club, 43/F, Gloucester Tower, The
	Landmark, Central, Hong Kong;
“AGM Notice”	the notice convening the AGM set out on pages 12 to 16 of
	this circular;
“auditors”	at any time the auditors of the Company at that time;
“Board”	the board of Directors;
“Buy-back Mandate”	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to buy back Shares in
	the manner set out in the AGM Notice;
“close associates”	the meaning ascribed thereto in the Listing Rules;
“Companies Ordinance”	the Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong);
“Company”	National Electronics Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, the Shares of
	which are listed on the Stock Exchange;
“core connected person(s)”	the meaning ascribed to it under the Listing Rules;
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Issue Mandate”	a general mandate proposed to be granted to the Directors to
	exercise all the powers of the Company to allot and issue
	Shares in the manner set out in the AGM Notice;
“Latest Practicable Date”	17 July 2017, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;

— 1 —

DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Proposed Final Dividend and Final dividend of 3.0 HK cents per share and a special cash Special Cash Dividend” dividend of 1.0 HK cent per share payable to the shareholders whose names on the Register of Members of the Company on Thursday, 31 August 2017 proposed by the Board and is subject to approval by the Shareholders in the AGM; “Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company; “Shareholder(s)” holder(s) of (a) Share(s); “Share Option Scheme” The share option scheme of the Company adopted on 20 August 2008; “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “Takeovers Code” The Hong Kong Code on Takeovers and Mergers.

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LETTER FROM THE BOARD

NATIONAL ELECTRONICS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 213)

Executive Directors: Jimmy Lee Yuen Ching (Chairman) Loewe Lee Bon Chi (Managing Director) James Lee Yuen Kui (Managing Director) Edward Lee Yuen Cheor Ricky Wai Kwong Yuen

Non-executive Director: Dorathy Lee Yuen Yu

Independent Non-executive Directors: Dr. Samson Sun, M.B.E., J.P. William Chan Chak Cheung Chan Kwok Wai

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business in Hong Kong: Suite 3201, Gloucester Tower The Landmark 11 Pedder Street Central Hong Kong

24 July 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information of the resolutions to be proposed at the AGM, inter alia, the proposed Issue Mandate and the proposed Buy-back Mandate; the proposed re-election of Directors; and to give you the AGM Notice.

PROPOSED GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

Ordinary resolutions will be proposed at the AGM to give to the Directors new general mandates:

• (i) to allot, issue and otherwise deal with new Shares of not exceeding 20% of the total number of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM; and

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LETTER FROM THE BOARD

• (ii) to buy back Shares of not exceeding 10% of the total number of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM.

In addition, a separate ordinary resolution will be proposed at the AGM to extend to the Issue Mandate by adding the number of Shares bought back by the Company pursuant to the Buy-back Mandate (if granted to the Directors at the AGM).

As at the Latest Practicable Date, a total of 1,017,206,962 Shares were in issue. Subject to the passing of ordinary resolution no. 8 at the AGM and on the basis that no further Shares are issued or bought back prior to the AGM, the Company would be allowed under the Issue Mandate to issue a maximum of 203,441,392 Shares.

An explanatory statement containing information regarding the Buy-back Mandate as required by the Listing Rules is set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Bye-law 99, the Directors retiring by rotation at the forthcoming AGM are Mr. Edward Lee Yuen Cheor and Mr. Chan Kwok Wai who, being eligible, will offer themselves for re-election at the AGM. The particulars of these Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

Mr. Chan Kwok Wai has served as an Independent Non-executive Director of the Company for more than 9 years. Pursuant to code provision A.4.3 of the Corporate Governance Code in Appendix 14 of the Listing Rules, his further appointment should be subject to a separate resolution to be approved by the Shareholders. During his years of appointment, Mr. Chan Kwok Wai has demonstrated the attributes of an independent non-executive director by proving independent views and advice and there is no evidence that his tenure has had any impact on his independence.

The Board is of the view that Mr. Chan Kwok Wai meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines. The Board is satisfied that Mr. Chan Kwok Wai has the required integrity, independence and experience to fulfill the role of an independent non-executive director. Therefore, the Board recommends the re-appointment and re-election of Mr. Chan Kwok Wai as an Independent Non-executive Director in the AGM.

ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 12 to 16 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s principal place of business at Suite 3201, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not prevent you from attending and voting at the AGM, or any adjournment thereof, if you so wish. No Shareholder will be required to abstain from voting at the AGM.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions in the AGM Notice will be voted by way of poll. The Company will announce the results of the AGM following the conclusion of the AGM.

RECOMMENDATION

The Board considers that the granting/extension of the Issue Mandate, the granting of the Buy-back Mandate and the re-election of Directors are in the best interests of the Company and its Shareholders and accordingly recommend all the Shareholders to vote in favour of the relevant resolutions as set out in the AGM notice.

Yours faithfully, By the Order of the Board National Electronics Holdings Limited Jimmy Lee Yuen Ching Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix includes an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Buy-back Mandate proposed to be granted to the Directors.

1. LISTING RULES FOR BUY-BACK OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to buy-back their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed buy-back of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be bought back must be fully paid up.

2. FUNDING OF BUY-BACK

Any buy-back will be made out of funds which are legally available for the purpose in accordance with the memorandum of association and Bye-laws of the Company and applicable laws of Bermuda. As compared with the financial position of the Company as at 31 March 2017 (being the date to which the latest published audited financial statements of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event the proposed buy-back were to be carried out in full during the proposed buy-back period.

The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,017,206,962 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and buy back Shares and on the basis that no further Shares are issued or bought back between the Latest Practicable Date and the AGM, the Company would be allowed under the buy-back proposal to buy back a maximum of 101,720,696 Shares (representing 10% of the total issued share capital of the Company) during the period from the date of the AGM up to:-

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; or

• (iii) the revocation, variation or renewal of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

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EXPLANATORY STATEMENT

APPENDIX I

4. REASONS FOR BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to buy back Shares on the market as this will give the Company greater flexibility. Such buy-back will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and in accordance with the Bye-laws of the Company.

6. EFFECT OF THE TAKEOVERS CODE

If, as a result of a buy-back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert, depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors:

• (i) Mr. James Lee Yuen Kui and Mr. Edward Lee Yuen Cheor, in aggregate, were interested in 250,819,810 Shares, of which 250,813,276 Shares are part of the property of a discretionary trust (the “ Discretionary Trust Shares ”) of which they are named beneficiaries and 6,534 Shares were held by Mr. James Lee Yuen Kui, representing approximately 24.66% of the issued share capital of the Company. In the event the Buy-back Mandate is exercised in full, their interest will be increased to approximately 27.40% of the issued share capital of the Company assuming no further change in the number of Shares so held;

• (ii) Mr. Jimmy Lee Yuen Ching and Mr. Loewe Lee Bon Chi, in aggregate, were interested in 318,701,618 Shares, of which 265,701,618 Shares are part of the property of a discretionary trust of which Mr. Jimmy Lee Yuen Ching and his family members and Mr. Loewe Lee Bon Chi’s family members are named beneficiaries, 20,000,000 Shares and 33,000,000 Shares were held by Mr. Jimmy Lee Yuen Ching’s family member and Mr. Loewe Lee Bon Chi’s family member respectively, which in aggregate representing approximately 31.33% of the issued share capital of the Company. In the event the Buy-back Mandate is exercised in full, their interest will be increased to approximately 34.81% of the issued share capital of the Company assuming no further change in number of Shares so held.

• (iii) Pursuant to an option agreement dated 21 April 2017, a company wholly owned by Mr. Jimmy Lee Yuen Ching was granted a call option to acquire the Discretionary Trust Shares.

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EXPLANATORY STATEMENT

APPENDIX I

As the Latest Practicable Date, the parties referred to in (i), (ii) and (iii) above are parties presumed to be acting in concert under the Takeovers Code and their aggregate shareholding of the issued share capital of the Company was approximately 55.99%. In the event the Buy-back Mandate is exercised in full, the aggregate shareholding of the issued share capital of the parties referred to in (i) and (ii) above would be approximately 62.21%. The Directors do not expect the increase in shareholding resulting from the exercise of the Buy-back Mandate in full will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the existing public float of the Company was approximately 39.38%. In the event the Buy-back Mandate is exercised in full, the public float of the Company would become approximately 32.64%. The Board will endeavour to ensure that the exercise of the Buy-back Mandate will not result in the number of shares held by the public fall below 25% of the total number of issued Shares, being the minimum public float requirement under the Listing Rules.

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Buy-back Mandate is approved by the Shareholders, to sell Shares to the Company. No connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make buy-back of Shares.

8. SHARE BOUGHT BACK BY THE COMPANY

The Company has purchased 570,000 Shares on the Stock Exchange for a total consideration of HK$558,000 during the six months preceding the Latest Practicable Date. Details of the repurchases are disclosed as follows:

Date				Total	Share Price
**January **	2017	**No. **	of Shares	Consideration	Highest	Lowest
				HK$	HK$	HK$
6			30,000	29,100	0.97	0.97
9			370,000	358,900	0.97	0.97
23			170,000	170,000	1.00	1.00
			570,000	558,000

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EXPLANATORY STATEMENT

APPENDIX I

9. SHARE PRICE

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the twelve months immediately prior to the Latest Practicable Date were as follows:

	Shares
	Highest	Lowest
	HK$	HK$
July 2016	1.000	0.891
August 2016	1.020	0.930
September 2016	1.100	0.920
October 2016	1.010	0.930
November 2016	1.040	0.950
December 2016	1.000	0.950
January 2017	1.030	0.960
February 2017	1.120	0.990
March 2017	1.140	1.060
April 2017	1.170	1.080
May 2017	1.140	1.060
June 2017	1.170	1.060
July 2017 (up to and including the Latest Practicable Date)	1.120	1.050

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RE-ELECTION OF DIRECTORS

APPENDIX II

The following are the details (as required by the Listing Rules) of the Directors, who will retire and, being eligible, offer themselves for re-election at the AGM.

Mr. Edward Lee Yuen Cheor

Mr. Edward Lee Yuen Cheor (“Mr. Edward Lee”), aged 59, joined the Group in 1981 and is an executive Director. He is currently responsible for the supervision of the properties development in Hong Kong.

There is no service contract between the Company and Mr. Edward Lee. He is currently entitled to receive a director’s fee of HK$50,000 per annum, a monthly salary of HK$102,800 and a discretionary bonus. His remuneration is subject to annual review by the Board and is determined with reference to his duties and responsibility with the Company as well as the prevailing market conditions.

Mr. Edward Lee is the brother of Mr. James Lee Yuen Kui, the Managing Director of the Company, and Ms. Dorathy Lee Yuen Yu, who is a non-executive Director of the Company. He is also a cousin of Mr. Jimmy Lee Yuen Ching, who is the Chairman of the Company and an uncle of Mr. Loewe Lee Bon Chi, who is the Managing Director of the Company. As at the Latest Practicable Date, he was interested in a total of 250,813,276 Shares (“Discretionary Trust Shares”), representing 24.66% of the total issued share capital of the Company, and are part of the property of a discretionary trust of which each of himself and Mr. James Lee Yuen Kui is named beneficiary. Pursuant to an option agreement dated 21 April 2017, a company wholly owned by Mr. Jimmy Lee Yuen Ching was granted a call option to acquire the Discretionary Trust Shares.

During the three years preceding the Latest Practicable Date, Mr. Edward Lee did not hold any directorship in other listed companies. There is no information relating to Mr. Edward Lee that is required to be disclosed pursuant to Rules 13.51(2) (h) to (w) of the Listing Rules, and save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company in connection with the re-election of Mr. Edward Lee as Director of the Company.

Mr. Chan Kwok Wai

Mr. Chan Kwok Wai (“Mr. Chan”), aged 58, has been an Independent Non-executive Director of the Company since April 2005. Mr. Chan is a member of the Hong Kong Securities Institute and a member of CPA Australia. Mr. Chan is currently a director of High Progress Consultants Limited. He is also an Independent Non-executive Director of China Investments Holdings Limited, Tern Properties Company Limited, Chinese Estates Holdings Limited and Far East Consortium International Limited, the shares of all of which are listed on the Stock Exchange.

There is no service contract between the Company and Mr. Chan. He is currently entitled to receive a director’s fee of HK$396,000 per annum which is subject to annual review by the Board and is determined with reference to his duties and responsibility with the Company as well as the prevailing market conditions. Mr. Chan is not entitled to receive any bonus.

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RE-ELECTION OF DIRECTORS

APPENDIX II

Mr. Chan does not have any relationship with any other Director, senior management, substantial or controlling Shareholder of the Company. As at the Latest Practicable Date, Mr. Chan had a personal interest in the share option granted under the Share Option Scheme which entitling him to subscribe for 330,000 Shares at a subscription price of HK$0.691 per share. Save as disclosed above, Mr. Chan does not have any other interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr. Chan did not hold any directorship in other listed companies during the three years preceding the Latest Practicable Date. There is no information relating to Mr. Chan that is required to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Listing Rules, and save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company in connection with the re-election of Mr. Chan as Director of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

NATIONAL ELECTRONICS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 213)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of National Electronics Holdings Limited (the “Company”) will be held on Thursday, 24 August 2017 at 10:00 a.m. at Dragon Room 1, The Hong Kong Bankers Club, 43/F, Gloucester Tower, The Landmark, Central, Hong Kong for the following purposes:

1. To receive and consider the audited consolidated financial statements and reports of the directors and auditors of the Company for the year ended 31 March 2017;

2. To consider and if thought fit approve the payment of a final dividend and a special cash dividend recommended by the board of directors for the year ended 31 March 2017;

3. To consider and if thought fit approve the re-election of Mr. Edward Lee Yuen Cheor as a Executive Director of the Company;

4. To consider and if thought fit approve the re-election of Mr. Chan Kwok Wai as an Independent Non-executive Director of the Company;

5. To determine the directors’ remuneration for their services in an aggregate sum of not exceeding HK$2,500,000; and

6. To consider and if thought fit approve re-appointment of HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorise the board of directors to fix their remuneration.

As special business to consider and, if thought fit, pass with or without modification the following resolutions which will be proposed as ordinary resolutions of the Company:

1. “ THAT

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to buy back its shares at a price determined by the Directors;

• (c) the aggregate number of shares of the Company bought back or agreed conditionally or unconditionally to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of issued shares of the Company in issue at the date of passing of this resolution; and

• (d) for the purpose of this resolution,

“Relevant Period” means the period from the time of passing of this resolution until whichever is the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; or

  - (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; or

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

1. “ THAT

2. (a) subject to paragraph (c) below and subject to the consent of the Bermuda Monetary Authority, where applicable, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities which may be issued by the Company carrying a right to subscribe for or purchase shares of the Company; or (iii) the exercise of any option granted under any share option scheme adopted by the Company; or (iv) an issue of shares in lieu of the whole or part of a dividend on shares pursuant to any scrip dividend or other similar scheme implemented in accordance with the Bye-laws of the Company, shall not exceed 20% of the aggregate number of issued shares of the Company in issue at the date of passing of this resolution; and

• (d) for the purpose of this resolution,

“Relevant Period” means the period from the time of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; or

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; or

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

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange).”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon the passing of the ordinary resolutions numbered nos. 7 and 8 in the notice convening this annual general meeting of the Company, the aggregate number of shares of the Company which are bought back by the Company pursuant to and in accordance with the said ordinary resolution no. 7 shall be added to the aggregate number of shares of the Company that may be allotted and agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to and in accordance with ordinary resolution no. 8 as set out in the notice of the annual general meeting of the Company provided that such number of shares shall not exceed 10% of the aggregate number of shares of the Company on the date of the passing of this resolution.”

By Order of the Board Andy Wong Kam Kee Company Secretary

Hong Kong, 24 July 2017

Executive Directors:

Jimmy Lee Yuen Ching Loewe Lee Bon Chi

James Lee Yuen Kui

Edward Lee Yuen Cheor Ricky Wai Kwong Yuen

Non-executive Director:

Dorathy Lee Yuen Yu

Independent Non-executive Directors:

Dr. Samson Sun, M.B.E., J.P. William Chan Chak Cheung Chan Kwok Wai

Notes:

• (1) The Register of Members of the Company will be closed from Thursday, 17 August 2017 to Thursday, 24 August 2017 (both days inclusive) and from Wednesday, 30 August 2017 to Thursday, 31 August 2017 (both days inclusive) respectively, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Share Registrar and Transfer Office in Hong Kong, Tricor Standard Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 16 August 2017. In order to qualify for the Proposed Final Dividend and Special Cash Dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Share Registrar and Transfer Office in Hong Kong, Tricor Standard Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 29 August 2017. Dividends are expected to be paid on or about Tuesday, 12 September 2017.

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NOTICE OF ANNUAL GENERAL MEETING

• (2) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally or by duly authorised corporate representative or by proxy. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.

• (3) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• (4) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s principal place of business in Hong Kong at Suite 3201, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting.

• (5) Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.

• (6) Any corporation which is a member of the Company may, by resolutions of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

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