Leeport (Holdings) Limited — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

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.

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Leeport

LEEPORT (HOLDINGS) LIMITED

力豐（集團）有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 387)

(1) PROPOSED GRANTING OF

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,

(2) INFORMATION ON THE RETIRING DIRECTORS TO BE RE-ELECTED

AT THE 2025 ANNUAL GENERAL MEETING,

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

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A letter from the board of directors of the Company is set out on pages 3 to 8 of this circular. A notice convening the annual general meeting (the "2025 Annual General Meeting") of the Company to be held at 1st Floor, Block 1 Golden Dragon Industrial Centre, 152-160 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Wednesday, 25 June 2025 at 3:00 p.m. is set out in this circular.

A form of proxy for the 2025 Annual General Meeting is also enclosed with this Circular. Whether or not you desire to attend the 2025 Annual General Meeting, you are requested to complete the form of proxy and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the 2025 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 2025 Annual General Meeting or any adjournment thereof if you so wish.

• For identification purposes only

23 April 2025

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CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD OF DIRECTORS

1. Introduction 3
2. The Issue Mandate 4
3. The Repurchase Mandate 4
4. Information of the Retiring Directors to be Re-elected at the 2025 Annual General Meeting 5
5. Responsibility Statement 8
6. Action to be Taken 8
7. Recommendation 8

APPENDIX I — EXPLANATORY STATEMENT 9

NOTICE OF ANNUAL GENERAL MEETING 13

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DEFINITIONS

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

"2025 Annual General Meeting"
the annual general meeting of the Company to be held at 3:00 p.m. on Wednesday, 25 June 2025 at 1st Floor, Block 1 Golden Dragon Industrial Centre, 152-160 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong and the notice of which is set out in this circular

"associate"
has the meaning ascribed thereto in the Listing Rules

"Board"
the board of directors of the Company

"Bye-laws"
the existing second amended and restated bye-laws of the Company, as amended, supplemented or otherwise modified from time to time

"Company"
Leeport (Holdings) Limited, a company incorporated under the laws of Bermuda with limited liability and the Shares of which are listed on the Stock Exchange

"core connected person"
has the same meaning as defined in the Listing Rules

"Director(s)"
the director(s) of the Company

"Group"
the Company and its subsidiaries

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"INED"
independent non-executive Director

"Issue Mandate"
the general and unconditional mandate proposed to be granted to Directors to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution, as set out in the notice of the 2025 Annual General Meeting, which is also proposed to be extended by the addition of the number of Shares purchased under the Repurchase Mandate

"Latest Practicable Date"
11 April 2025, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

"Listing Rules"
The Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

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• 2 -

DEFINITIONS

"PRC"
the People's Republic of China and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan

"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution, as set out in the notice of the 2025 Annual General Meeting

"SFO"
Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"Shareholder(s)"
holder(s) for the time being of the Share(s)

"Share(s)"
share(s) of nominal value of HK$0.10 each in the capital of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
The Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission in Hong Kong, as amended, supplemented or otherwise modified from time to time

"%"
per cent.

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LETTER FROM THE BOARD OF DIRECTORS

Leeport

LEEPORT (HOLDINGS) LIMITED

力豐（集團）有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 387)

Executive Directors:
LEE Sou Leung, Joseph (Chairman)
CHAN Ching Huen, Stanley
POON Yiu Ming

Non-executive Director:
TSE Sui Yin, Sally

Independent Non-Executive Directors:
ZAVATTI Salvatore
WONG Tat Cheong, Frederick
KRACHT Jurgen Ernst Max

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

Head Office and Principal Place of Business in Hong Kong:
1st Floor, Block 1
Golden Dragon Industrial Centre
152-160 Tai Lin Pai Road
Kwai Chung
New Territories
Hong Kong

23 April 2025

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED GRANTING OF
GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES,

(2) INFORMATION ON THE RETIRING DIRECTORS TO BE RE-ELECTED
AT THE 2025 ANNUAL GENERAL MEETING,
AND

(3) NOTICE OF 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 26 June 2024. Unless otherwise renewed, the existing general mandates to issue Shares and to repurchase Shares will lapse at the conclusion of the 2025 Annual General Meeting.

• For identification purposes only

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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 will seek the approval of Shareholders to grant new general mandates to issue Shares and to repurchase Shares at the 2025 Annual General Meeting.

The purpose of this circular is to, inter alia, provide you with information on (a) the proposed renewal of the general mandates to issue Shares and to repurchase Shares; (b) the retiring Directors to be re-elected at the 2025 Annual General Meeting, so as to seek your approval of the related ordinary resolutions and special resolution at the aforesaid meeting.

2. THE ISSUE MANDATE

Two ordinary resolutions, as set out in the notice of the 2025 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 230,076,062 Shares of HK$0.10 each as at the Latest Practicable Date. 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 46,015,212 Shares on the basis that no further Shares will be issued or repurchased prior to the 2025 Annual General Meeting.

3. THE REPURCHASE MANDATE

The ordinary resolution no. 6 as set out in the notice of the 2025 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 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.

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.

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LETTER FROM THE BOARD OF DIRECTORS

4. INFORMATION OF THE RETIRING DIRECTORS TO BE RE-ELECTED AT THE 2025 ANNUAL GENERAL MEETING

Mr. Zavatti Salvatore (“Mr. Zavatti”), aged 78, was appointed as an INED since October 2014. He is a member of each of the audit committee and the nomination committee and the chairman of the remuneration committee of the Company. He is the founder of Sadella Advisory Services Limited. He has over 30 years of global experience in major financial institutions, providing managerial as well as executive advisory to management boards. Utilizing his financial expertise, he also provided advisory to senior executives in major multinational corporations throughout his career. Mr. Zavatti was the Vice Chairman of Global Financial Institutions in The Royal Bank of Scotland and ABN AMRO from 2005 to 2009. Prior to the Vice Chairman role, Mr. Zavatti was the Global Head of Financial Institutions and Public Sector for ABN AMRO and also was a member of the Executive Committee of the Wholesale Banking Division. Before joining ABN AMRO in 2001, he had an extensive international career with Bank of America, working in senior positions globally including Athens, London, Cairo, Sydney and Hong Kong. He held his last position for Bank of America in Hong Kong as the Managing Director and Head of Asia Pacific Financial Institutions, which he set up in 1994. Mr. Zavatti graduated from the University of Colorado in 1969. He holds a Bachelor of Arts degree in History and Economics.

Save as disclosed above, Mr. Zavatti 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 has he held any other major appointment and qualifications. Pursuant to the appointment letter, the appointment of Mr. Zavatti is for a term of one year and thereafter may be extended for such period as the Company and Mr. Zavatti may agree. Mr. Zavatti’s remuneration is fixed at HK$150,000 per annum, which commensurates with his duties and responsibilities as an INED and the prevailing market situation. As a Director, Mr. Zavatti is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws of the Company. Mr. Zavatti had not previously held and is not, until his appointment as INED, holding any position within the Group. He is independent of the Directors, senior management, substantial or controlling shareholders of the Company for the purpose of the Listing Rules. Mr. Zavatti holds a total of 110,000 Shares. Save as disclosed above, he does not have any interests in the Shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO as at the Latest Practice Date.

Mr. Zavatti has served the Company for more than nine years during which period he has provided professional advice and insight to the Board. He has in-depth understanding of the Group’s business and operation and has also demonstrated strong independence by providing impartial views and comments at the Board and the committees’ meetings during his tenure of office. He has not taken part in the day-to-day management of the Company. The Nomination Committee considered that the long service will not affect his exercise of independent judgment and was satisfied that he has the required integrity and experience to continue fulfilling the role of INED. In accordance with the corporate governance code as set out in the Listing Rules, his re-election will be subject to separate resolution to be approved by the Shareholders at 2025 Annual General Meeting.

The Board would also consider to enhance its diversity with different expertise when appointing or re-electing an INED. Mr. Zavatti has confirmed his independence pursuant to Rule 3.13 of the Listing Rules and possesses extensive experience in finance. The Board and the nomination committee of the Company consider Mr. Zavatti is independent and he can bring further contributions to the Board and its diversity.

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LETTER FROM THE BOARD OF DIRECTORS

Mr. KRACHT Jurgen Ernst Max (葛友勤) (“Mr. Kracht”), aged 78, was appointed as an independent non-executive Director and a member of each of the Remuneration Committee, the Audit Committee and the Nomination Committee on 20 September 2022. Mr. Kracht is a management consultant with over 50 years of experience in China trade and investment. He is a co-founder of Fiducia Limited, which operates as Fiducia Management Consultants and specialises in China-focused consulting and outsourcing services. Since July 1982, he had served Fiducia Management Consultants as a managing director until July 2012 and as the chairman until his retirement in July 2022. From 1970 to 1980, Mr. Kracht worked for Jebsen & Company Limited, which is a conglomerate with a focus on China trade, initially as a manager in the Chemicals Division in the first four years. In 1974, Mr. Kracht was promoted to special assignments manager, whose job duties ranged from setting up and running an internal audit department to managing property projects in Hong Kong. From 1980 to 1982, Mr. Kracht served as the chief financial officer for Continental Engineering Products Limited and as an executive director of its group companies in Hong Kong and Germany. Continental Engineering Products Limited was a Hong Kong-based company which specialised in designing, manufacturing and exporting hard goods, especially hand tools to European markets. Mr. Kracht holds a bachelor’s degree in International Trade and Management from the German Academy of Foreign Trade and Logistics in Bremen, Germany. He has been appointed as an Investment Promotion Ambassador for the Hong Kong Government since September 2004 and an honorary advisor to the Management Consultancies Association of Hong Kong since 2015.

As a Director, Mr. Kracht is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws. Mr. Kracht has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 20 September 2022 and may be extended thereafter for such period as the Company and Mr. Kracht may agree, provided that either party can at any time terminate the appointment by giving to the other party not less than three months’ prior notice in writing. Mr. Kracht’s remuneration is fixed at HK$150,000 per annum, which is commensurate with his duties and responsibility as an independent non-executive director and the prevailing market situation for similar appointment. Mr. Kracht has confirmed that he meets the independence criteria set out in Rule 3.13 of the Listing Rules. As at the Latest Practicable Date, Mr. Kracht did not have any interests in the Shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO. Save as disclosed above: (i) Mr. Kracht did not hold any other major appointment or professional qualification or directorship in other listed companies in Hong Kong or overseas in the three years preceding the Latest Practicable Date; (ii) Mr. Kracht had not previously held and is not, until his appointment as an independent non-executive Director, holding any position with the Company and/or its subsidiaries; (iii) Mr. Kracht is independent of the Directors, senior management, substantial shareholders or controlling shareholders of the Company for the purpose of the Listing Rules.

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LETTER FROM THE BOARD OF DIRECTORS

Ms. Tse Sui Yin, Sally (“Ms. Tse”) aged 72, was appointed as a non-executive director of the Company on 23 December 2024 is a retired senior regional financial executive from major global financial institutions in banking and investment management. She has considerable experience in financial management, strategic planning, corporate governance, as well as business expansion and restructuring. Her regional knowledge covered key countries in Asia, and establishment of a Joint-Venture in China. Her prior working experience also included IT and systems consulting. After retiring from the private sector, Ms. Tse is contributing her experience to service charitable organizations. She is on the board of trustees of several NGO’s, as well as the chairperson of the finance, hospitality and audit committees. Ms. Tse holds a Bachelor degree in Business Administration (with Honor) from California University at Long Beach, U.S.A.

Save as disclosed above, Ms. Tse 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 preceding her appointment nor has she held any other major appointments and qualifications. Save as disclosed above, Ms. Tse does not hold any position with the Company and its subsidiaries. She does not have relationships with any directors, senior management, substantial or controlling shareholders of the Company for the purpose of Listing Rules. As at the date hereof, Ms. Tse does not have any interests in shares of the Company within the meaning of Part XV of the SFO. Ms. Tse has entered into a service agreement with the Company for a term of 1 year commencing from 23 December 2024 and may be extended thereafter for such period as the Company and she may agree, unless and until terminated by either party giving three months’ written notice in accordance with her service agreement. As a director of the Company, Ms. Tse is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws of the Company and she will hold office until the next following annual general meeting of the Company and then be eligible for re-election at such meeting in accordance with Bye-law 83(2) of the Company. Ms. Tse’s remuneration is HK$150,000 per annum in accordance with her service agreement which commensurate with her duties and responsibilities as non-executive director and the prevailing market situation.

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

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LETTER FROM THE BOARD OF DIRECTORS

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

6. ACTION TO BE TAKEN

The notice convening the 2025 Annual General Meeting to be held at 1st Floor, Block 1 Golden Dragon Industrial Centre, 152-160 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Wednesday, 25 June 2025 at 3:00 p.m. is set out in this circular.

Pursuant to rules 13.39(4) of the Listing Rules, the vote of Shareholders at the 2025 Annual General Meeting will be taken by poll and a scrutineer will be appointed by the Company for vote taking at the 2025 Annual General Meeting. An announcement on the poll vote results will be made by the Company after the 2025 Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for the 2025 Annual General Meeting is also enclosed. Whether or not you desire to attend the 2025 Annual General Meeting, you are requested to complete the form of proxy and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the 2025 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 2025 Annual General Meeting or any adjournment thereof if you so wish.

7. RECOMMENDATION

At the 2025 Annual General Meeting, resolutions will be proposed for the Shareholders to approve, among others, the granting of the Issue Mandate (including the extended mandate stipulated under ordinary resolution no. 7) and the Repurchase Mandate. The Directors consider that the resolutions set out in the notice of the 2025 Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Moreover, for your consideration, adequate information regarding the re-election of the retiring Directors at the 2025 Annual General Meeting is contained herein. Accordingly, the Directors recommend that all Shareholders should vote in favour of the related ordinary resolutions to be proposed at the 2025 Annual General Meeting.

Yours faithfully,

By Order of the Board

Leeport (Holdings) Limited

Lee Sou Leung, Joseph

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This Appendix I 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 2025 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 230,076,062 Shares which are fully paid. As at the Latest Practicable Date, the Company has no treasury shares.

Subject to the passing of the ordinary resolution no. 6 as set out in the notice of 2025 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 23,007,606 Shares on the basis that no further Shares will be issued or repurchased prior to the 2025 Annual General Meeting.

If the Company repurchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury in accordance with the Listing Rules, the Articles of Association and applicable laws and regulations of the Cayman Islands, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made.

For any treasury shares deposited with central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares, which may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and the 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. Such repurchases will only be made when the Directors believe that the repurchases will benefit the Company and the Shareholders as a whole.

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APPENDIX I

EXPLANATORY STATEMENT

FUNDING OF REPURCHASES

The Company is empowered by its memorandum of association and bye-laws to repurchase the Shares. In repurchasing the 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 the 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 cancelled but the aggregate amount of authorized share capital will not be reduced.

SHARE PRICES

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

	Price per Share
	Highest HK$	Lowest HK$
2024
April	0.747	0.560
May	0.764	0.729
June	0.890	0.738
July	0.860	0.780
August	0.810	0.640
September	0.810	0.650
October	0.820	0.620
November	0.710	0.710
December	0.720	0.610
2025
January	0.690	0.600
February	0.690	0.580
March	0.780	0.660
April (up to the Latest Practicable Date)	0.740	0.740

REPURCHASES MADE BY THE COMPANY

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

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APPENDIX I

EXPLANATORY STATEMENT

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 31 December 2024) 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.

DIRECTORS' UNDERTAKING

The Directors will 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 and confirm that neither the explanatory statement nor the Repurchase Mandate has unusual features.

EFFECT OF THE TAKEOVERS CODE

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 Takeovers 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 Takeovers 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	Number of Shares held/ interested	Approximate Percentage of Shareholding
Mr. Lee Sou Leung, Joseph (“Mr. Lee”)	171,205,982 (Note)	74.41%
Ms. Tan, Lisa Marie (“Ms. Tan”)	171,205,982 (Note)	74.41%

Note: These interests include 25,176,000 shares held by Mr. Lee as personal interests and 1,500,000 shares held by Mr. Lee through J AND LEM Limited. Ms. Tan, wife of Mr. Lee, is deemed to be interested in Shares held by Mr. Lee. 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. As husband of Ms. Tan, Mr. Lee is deemed to be interested in these shares by virtue of family interests.

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APPENDIX I

EXPLANATORY STATEMENT

In the event that the Company exercised in full the power to repurchase Shares in accordance with the terms of the ordinary resolution no. 6 to be proposed at the 2025 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 82.68%. As at the Latest Practicable Date, Mr. Lee, Ms. Tan and their respective associates currently hold 74.41% of the issued share capital of the Company and, 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 Takeovers 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 close 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.

CONNECTED PERSONS

The Company has not been notified by any core 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.

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NOTICE OF ANNUAL GENERAL MEETING

Leeport

LEEPORT (HOLDINGS) LIMITED

力豐（集團）有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 387)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of members of Leeport (Holdings) Limited (the "Company") will be held at 1st Floor, Block 1 Golden Dragon Industrial Centre, 152-160 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Wednesday, 25 June 2025 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31 December 2024.
2. To declare a final dividend for the year ended 31 December 2024.
3. 3a. (i) To re-elect Mr. Zavatti Salvatore as an independent non-executive director.
   3a. (ii) To re-elect Mr. Kracht Jurgen Ernst Max as an independent non-executive director.
   3a. (iii) To re-elect Ms. Tse Sui Yin, Sally as a non-executive director.
   3b. To authorise the board of directors to fix directors' remuneration.
4. To appoint auditors and to authorise the board of directors to fix their remuneration.
5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT

(a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares ("Shares") in the capital of the Company or securities convertible into Shares, or options, or similar rights to subscribe for any Shares or such convertible securities,

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and it is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital which may be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in this resolution, otherwise than pursuant to:

(i) a Rights Issue (as defined below); or

(ii) the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or

(iii) the exercise of any option under the share option scheme or any other share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of Shares or rights to acquire Shares of the Company; or

(iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; and

(v) a specific authority granted by the shareholders of the Company,

shall not exceed 20 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

(d) for the purpose of this resolution:

"Relevant Period" means the period from (and including) the passing of this resolution until whichever is the earlier of:

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

(ii) 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 by any applicable laws to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the date on which the authority set out in this resolution is revoked or varied or renewed by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of Shares of the Company or issue of options, warrants or other securities giving the right to subscribe for Shares of the Company open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer on the relevant register) on a fixed record date in proportion to their then holdings of such Shares or, where appropriate, such other securities as at that date (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory applicable to the Company).

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

"THAT

(a) subject to paragraphs (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase Shares or securities convertible into Shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose ("Recognised Stock Exchange"), subject to and in accordance with the Companies Act 1981 of Bermuda, all other applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other Recognised Stock Exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of Shares and securities convertible into Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution (on the basis that no shares are issued or repurchased by the Company before and up to the date of passing this resolution, the Company will be allowed to repurchased fully paid shares up to a maximum 23,007,606 shares), and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly;

(c) for the purpose of this resolution, "Relevant Period" means the period from (and including) the date of the passing of this resolution until whichever is the earlier of:

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

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NOTICE OF ANNUAL GENERAL MEETING

(ii) 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; or

(iii) the date on which the authority set out in this Resolution is revoked or varied or renewed by an ordinary resolution of the shareholders of the Company in general meeting.".

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

"THAT subject to the passing of the resolutions numbered 5 and 6 as set out in the notice (the "Notice") convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares pursuant to the resolution numbered 5 as set out in the Notice be and the same is hereby extended (as regards the amount of share capital thereby limited) by adding thereto of the aggregate nominal amount of the share capital of the Company as purchased by the Company under the authority granted pursuant to the resolution numbered 6 as set out in the Notice provided that such additional amount shall not exceed the 10 percent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution."

By Order of the Board

Leeport (Holdings) Limited

Lee Sou Leung, Joseph

Chairman

Hong Kong, 23 April 2025

Head office and principal place of business in Hong Kong:

1st Floor, Block 1

Golden Dragon Industrial Centre

152-160 Tai Lin Pai Road

Kwai Chung

New Territories

Hong Kong

Notes:

(1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one proxy or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

(2) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

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NOTICE OF ANNUAL GENERAL MEETING

(3) Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting, and in such event, the form of proxy shall be deemed to be revoked.

(4) The register of members of the Company will be closed during the following periods:

(i) from 20 June 2025 (Friday) to 25 June 2025 (Wednesday), both days inclusive, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the 2025 Annual General Meeting. In order to be eligible to attend and vote at the 2025 Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on 19 June 2025 (Thursday); and

(ii) from 2 July 2025 (Wednesday) to 3 July 2025 (Thursday), both days inclusive, for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to establish entitlements to the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on 30 June 2025 (Monday).

During the periods mentioned in sub-paragraphs (i) and (ii) above, no transfers of shares will be registered.

(5) The Chinese translation of this notice (including the contents of the proposed resolutions set out herein) is for reference only. In case of inconsistency, the English version shall prevail.

As at the date of this Notice, the executive Directors are Mr. LEE Sou Leung, Joseph, Mr. CHAN Ching Huen, Stanley and Mr. POON Yiu Ming; the non-executive director is Ms. TSE Sui Yin, Sally; and the independent non-executive Directors are Mr. ZAVATTI Salvatore, Mr. WONG Tat Cheong, Frederick and Mr. KRACHT Jurgen Ernst Max.

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