Life Concepts Holdings Limited — Proxy Solicitation & Information Statement 2017

Aug 23, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Dining Concepts Holdings Limited , you should at once hand this circular and proxy form enclosed herein to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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DINING CONCEPTS HOLDINGS LIMITED 飲食概念控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8056)

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

A notice convening the annual general meeting of Dining Concepts Holdings Limited to be held at 2/F., Carfield Commercial Building, 75-77 Wyndham Street, Central, HongKong on Monday, 25 September, 2017 at 12:00 noon is set out on pages 12 to 15 of this circular.

Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, 31/F., 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website for at least seven days from its date of publication and on the Company’s website at www.diningconcepts.com

24 August 2017

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG

Characteristics of The Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Exchange”)

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue and Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . . . . . . . . . .	7
APPENDIX II — EXPLANATORY STATEMENT ON THE SHARE BUY-BACK
MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at 2/F., Carfield Commercial Building, 75-77 Wyndham Street, Central, HongKong, on Monday, 25 September, 2017 at 12:00 noon for the purpose of considering and, if thought fit, approving the resolutions proposed in the AGM Notice

• “AGM Notice” the notice dated 24 August 2017 for convening the AGM and included herein

“Articles” the articles of association of the Company as amended from time to time “Associate(s)” has the meaning ascribed to it under the GEM Listing Rules “Board” the board of Directors (including independent non-executive Directors) “Company” Dining Concepts Holdings Limited (飲食概念控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM (stock code: 8056)

• “Connected Person(s)” has the meaning ascribed to it under the GEM Listing Rules “Director(s)” the director(s) of the Company

“GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “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 PRC

“Issue Mandate”

a general mandate to the Directors to allot and issue Shares with an aggregate nominal value not exceeding 20% of the aggregate number of the Shares in issue as at the date of approval of the mandate

“Latest Practicable Date”

17 August 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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DEFINITIONS

“PRC”	the People’s Republic of China excluding Hong Kong, the
	Macau Special Administrative Region of the PRC and Taiwan
	for the purposes of this circular
“Share(s)”	ordinary share(s) of US$0.01 each in the capital of the
	Company
“Share Buy-back Mandate”	a general mandate to the Directors to buy back Shares with an
	aggregate nominal value not exceeding 10 per cent of the
	aggregate nominal value of the share capital of the Company
	in issue as at the date of approval of the mandate
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Buy-backs
“%”	per cent.

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LETTER FROM THE BOARD

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DINING CONCEPTS HOLDINGS LIMITED 飲食概念控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8056)

Executive Directors: Mr. Sandeep SEKHRI (Chairman and Chief Executive Officer) Mr. Sandip GUPTA

Non-executive Directors: Mr. Jugdish Johnny Uttamchandani Ms. Shalu Anil Dayaram

Independent Non-executive Directors: Mr. Chan Ming Sun Johnathan Mr. Zen Chung Hei, Hayley Mr. Amit Agarwal

Registered office: Offshore Incorporations (Cayman) Limited Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands

Principal place of business in Hong Kong: Suites 1701-02 and 1704, 17th Floor Chinachem Hollywood Centre 1,3,5,7,9,11 and 13 Hollywood Road Central, Hong Kong 24 August 2017

To the Shareholders,

Dear Sir or Madam,

PROPOSED RE-ELECTION OF DIRECTORS GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM to be held on Monday, 25 September, 2017 at 12:00 noon.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consists of seven (7) Directors, namely Mr. Sandeep SEKHRI, Mr. Sandip GUPTA, Mr. Jugdish Johnny UTTAMCHANDANI, Ms. Shalu Anil DAYARAM, Mr. CHAN Ming Sun Jonathan, Mr. ZEN Chung Hei, Hayley, Mr. Amit AGARWAL.

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LETTER FROM THE BOARD

Pursuant to Article 108 of the Articles, at each annual general meeting, one-third of the Directors for the time being or, if their number is not three or a multiple of three (3), the number nearest to but not less than one-third shall retire from office by rotation at least once every three (3) years at the annual general meeting, provided always that any Director appointed pursuant to Article 114 of the Articles shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election. Pursuant to Article 112 of the Articles, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election.

Pursuant to Article 108 of the Articles, Mr. Sandeep Sekhri, Mr. Sandip Gupta and Mr. Jugdish Johnny Uttamchandani shall retire from office by rotation and, being eligible, offer themselves for re-election at the AGM.

Article 113 of the Articles provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company during the period commencing no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven (7) days prior to the date of such general meeting. Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, he should serve a notice in writing of his intention to propose such a person for election as a Director at the Head Office of the Company at “Suites 1701-2 and 1704, 17th Floor, Chinachem Hollywood Centre, 1, 3, 5, 7, 9, 11 and 13 Hollywood Road, Central, Hong Kong” (the “ Head Office ”) on or before 18 September 2017. Moreover, a notice in writing by the proposed director confirming his willingness to be elected as a director must also be validly served at the Head Office on or before 18 September 2017.

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

On 14 July 2016, ordinary resolutions were passed for the granting of general mandates to the Directors (i) to allot, issue or otherwise deal with additional shares of the Company up to 20% of the aggregate number of the Shares in issue as at that date (“ Existing Issue Mandate ”), being 160,000,000 Shares; and (ii) to buy back Shares up to 10% of the aggregate number of the Shares in issue as at the date (“ Existing Buy-back Mandate ”), being 80,000,000 Shares.

The Existing Issue Mandate and the Existing Buy-back Mandate will expire upon the conclusion of the AGM. The Directors consider that the Existing Issue Mandate and the Existing Buy-back Mandate are in the interests of both the Company and the Shareholders as a whole. An exercise of the Existing Issue Mandate enables the Company to raise additional capital of the Company from time to time. An exercise of The Existing Buy-back Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per share. Consequently, the Board recommends these mandates to be renewed by the Company at the forthcoming AGM.

New general mandates to allot, issue or otherwise deal with additional Shares up to 20% of the aggregate number of the Shares in issue as at the date of passing the resolution as set out in Resolution No.5(A) of the notice of AGM will be proposed at the AGM. Subject to the passing of the resolution granting the proposed mandate to issue shares of the Company and on the basis that no further Shares are issued or bought back before the AGM, the Company will be allowed under such mandate to issue a maximum of 162,050,000 Shares, representing 20% of the issued share capital of the Company as at the Latest Practicable Date. In addition, a new general mandate to buy back Shares up to 10% of the aggregate number of the Shares in issue as at the date of passing the resolution (“ Share Buy-back Mandate ”) as set out in Resolution No.5(B) of the notice of AGM will also be proposed at the AGM. A resolution authorizing the extension of the general mandate to the Directors to issue shares of the Company to include the aggregate nominal amount of such Shares buy-back (if any) under the Share Buy-back Mandate is to be proposed as Resolution No.5 (C) of the notice of AGM at the AGM.

With reference to the proposed new general mandates, the Directors, as at the date hereof, wish to state that they have no immediate plans to issue any new shares of the Company pursuant to the relevant mandates.

An explanatory statement containing the particulars required by the GEM Listing Rules to enable the Shareholders to make an informed view on whether to vote for or against Resolution No.5 (B) to be proposed at the AGM in relation to the proposed Share Buy-back Mandate is set out in Appendix II to this circular.

AGM

The notice of AGM is set out on pages 12 to 15 of this circular. Ordinary resolutions in respect of, inter alia, the re-election of Directors will be proposed at the AGM.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The

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LETTER FROM THE BOARD

resolutions to be proposed at the AGM do not relate purely to a procedural or administrative matter. Accordingly, all resolutions set out in the notice of AGM will be put to vote by way of poll at the AGM. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited, 31/F., 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for approval of the re-election of the retiring Directors, the grant of general mandates to issue and buy back Shares of the Company, to add the aggregate nominal amount of Shares that may be bought back to the aggregate nominal amount of the Shares that may be allotted pursuant to the general mandate to issue Shares of the Company are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

RESPONSIBILITY OF THE DIRECTORS

This circular includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully, By order of the Board Dining Concepts Holdings Limited Sandeep SEKHRI Chairman and Executive Director

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DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

The biographical details of the Directors proposed to be re-elected at the forthcoming AGM are set out as follows:

Mr. Sandeep Sekhri , aged 51, has over 23 years of experience in hospitality and full-service restaurant industries in Hong Kong and India. Prior to founding our Group, from 1987 to 1990, Mr. Sekhri worked at Taj Mahal Hotel and Le Meridien Hotel in India as restaurant manager and assistant manager, where he was primarily responsible for managing the operation of the hotels. From 1990 to 1992, he was a restaurant manager of The Viceroy Restaurant in Hong Kong. From 1992 to 1995, Mr. Sekhri became a general manager of The Gaylord Indian Restaurant, where he was responsible for the general management of the restaurant. In 1995, Mr. Sekhri was appointed as managing director and was also a shareholder of Harilela Strategic Investments Limited, a company principally engaged in managing an aggregate of seven restaurants, a hotel supplies company, a point-of-sales company and a food delivery company, where he was primarily responsible for management of the operations of seven restaurants. Mr. Sekhri ceased to be a managing director and a shareholder of Harilela Strategic Investments Limited on 28 August 2002 and no restriction was imposed on Mr. Sekhri to engage in restaurant business afterwards by Harilela Strategic Investments Limited. Mr. Sekhri received a bachelor’s degree in commerce from University of Delhi in April 1988 and a diploma in hotel management catering and nutrition from Board of Technical Education Delhi in April 1987.

A service contract which forms the basis of emoluments has been entered into between the Company and Mr. Sandeep Sekhri pursuant to which his term of appointment is fixed for an initial term of three years commencing from the listing date until terminated by not less than three months’ notice, subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles or any other applicable laws from time to time whereby he shall vacate his office. Mr. Sandeep Sekhri is entitled to receive a remuneration of HK$3,000,000 per annum. He may also be paid a discretionary bonus, at the Board’s discretion depending upon the Company’s and his own performance. Mr. Sandeep Sekhri’s remuneration is determined by the Board with reference to his experience, duties and responsibilities with the Company and the prevailing market conditions.

Mr. Sandeep Sekhri has not held any directorship in any other public companies the securities of which are or have been listed on any securities market in Hong Kong or overseas in the past three years.

Mr. Sandip Gupta , aged 46, has over 12 years of experience in the hospitality industry. From 1993 to 1995, Mr. Sandip Gupta worked at Taj Bengal Kolkata, Calcutta and Hyatt Regency in India, as industrial trainee and waiter, where he received elementary training in respect of the hospitality industry. From 1996 to 1997, Mr. Sandip Gupta was an assistant manager of Gaylord Indian Restaurant. He was then promoted to become a restaurant manager responsible for the restaurant operation. Mr. Sandip Gupta received a bachelor’s degree in commerce from University of Calcutta in April 1992 and a diploma in hotel and catering management from IAM, Institute of Advanced Management, India in August 1994.

A service contract which forms the basis of emoluments has been entered into between the Company and Mr. Sandip Gupta pursuant to which his term of appointment is fixed for an initial term of three years commencing from the listing date until terminated by not less than three months’ notice, subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles or any other applicable laws from time to time whereby he shall vacate his office.

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DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

Mr. Sandip Gupta is entitled to receive a remuneration of HK$1,920,000 per annum. He may also be paid a discretionary bonus, at the Board’s discretion depending upon the Company’s and his own performance. Mr. Sandip Gupta’s remuneration is determined by the Board with reference to his experience, duties and responsibilities with the Company and the prevailing market conditions.

Mr. Sandip Gupta has not held any directorship in any other public companies the securities of which are or have been listed on any securities market in Hong Kong or overseas in the past three years.

Mr. Jugdish Johnny Uttamchandani , aged 49, Mr. Jugdish Johnny Uttamchandani received a bachelor’s degree in economics majoring finance from the Wharton School of Business, the University of Pennsylvania in February 1990.

A service contract which forms the basis of emoluments has been entered into between the Company and Mr. Jugdish Johnny Uttamchandani pursuant to which his term of appointment is fixed for an initial term of three years commencing from the listing date until terminated by not less than 3 months’ notice, subject to retirement and re-election at the annual general meetings of the Company in accordance with the Articles or any other applicable laws from time to time whereby he shall vacate his office. Mr. Jugdish Johnny Uttamchandani is entitled to receive a remuneration of HK$120,000 per annum. He may also be paid a discretionary bonus, at the Board’s discretion depending upon the Company’s and his own performance. Mr. Jugdish Johnny Uttamchandani’s remuneration is determined by the Board with reference to his experience, duties and responsibilities with the Company and the prevailing market conditions.

Mr. Jugdish Johnny Uttamchandani has not held any directorship in any other public companies the securities of which are or have been listed on any securities market in Hong Kong or overseas in the past three years.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

The following is an explanatory statement required by the GEM Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 810,250,000 Shares.

Subject to the passing of the ordinary resolution set out in item 5(B) of the notice of the AGM in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged up to the date of the AGM, i.e. being 810,250,000 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 81,025,000 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR SHARE BUY-BACK

The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders.

Share buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

3. FUNDING OF SHARE BUY-BACK

The Company may only apply funds legally available for share buy-back in accordance with its memorandum of association of the Company and the Articles of Association, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE BUY-BACK

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2017) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during the period from the Listing Date up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2016
August (from the Listing Date)	8.020	0.580
September	0.660	0.540
October	0.580	0.495
November	0.490	0.400
December	0.450	0.330
2017
January	0.355	0.330
February	0.480	0.340
March	0.400	0.330
April	0.355	0.330
May	0.370	0.330
June	0.350	0.250
July	0.310	0.250
August (up to the Latest Practicable Date)	0.320	0.275

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the GEM Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

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

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

7. TAKEOVERS CODE

Upon the exercise of the power to buy-back Shares pursuant to the Share Buy-back Mandate, a Shareholder’s proportionate interests in the voting rights of the Company increases, and such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and Rule 6 of the Repurchase Code Share Buybacks Code. Accordingly, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and, depending on the level of increase of the Shareholders’ interests, may become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Dining Concepts (International) Limited, Ideal Winner Investments Ltd., Minrish Limited, Indo Gold Ltd., Mr. Uttamchandani, Jugdish Johnny and Prometheus Capital (International) Co, Ltd are beneficially interest in 260,598,000 Shares, 82,542,000 Shares, 44,124,000 Shares, 97,074,000 Shares, 34,782,000 Shares and 80,880,000 Shares, representing approximately 32.16%, 10.19%, 5.45%, 11.98%, 4.29% and 9.98% respectively of the issued share capital of the Company.

Based on such interests in the Shares and in the event that the Directors exercise in full the power to buy-back Shares under the Share Buy-back Mandate and assuming that no further Shares are issued or buy-back prior to the AGM, the interests of Dining Concepts (International) Limited, Ideal Winner Investments Ltd., Minrish Limited, Indo Gold Ltd., Mr. Uttamchandani, Jugdish Johnny and Prometheus Capital (International) Co, Ltd will be increased to approximately 35.74%, 11.32%, 6.05%, 13.31%, 4.77% and 11.09% respectively of the total issued share capital of the Company, such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeover Code. The Directors have no present intention to exercise the Share Buy-back Mandate to such an extent as would result in takeover obligation.

The Directors do not consider such increase would reduce the issued capital in the public to less than 25% (or the relevant prescribed minimum percentage required by the Stock Exchange). The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would result in takeover obligation.

8. SHARE BUY-BACK MADE BY THE COMPANY

During the period from the Listing Date to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

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DINING CONCEPTS HOLDINGS LIMITED 飲食概念控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8056)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Dining Concepts Holdings Limited (飲食概念控股有限公司) will be held at 2/F., Carfield Commercial Building, 75-77 Wyndham Street, Central, HongKong on Monday, 25 September, 2017 at 12:00 noon, for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (“ Directors ”) and the independent auditors of the Company (“ Auditors ”) for the year ended 31 March 2017.

2. (a) To re-elect Mr. Sandeep Sekhri as a Director.

3. (b) To re-elect Mr. Sandip Gupta as a Director.

4. (c) To re-elect Mr. Jugdish Johnny Uttamchandani as a Director.

5. To authorize the board of Directors to fix the Directors’ remunerations.

6. To re-appoint Deloitte Touche Tohmatsu as the Auditors and authorise the board of Directors to fix their remuneration.

7. To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

(A). “ THAT

• (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (“ Shares ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (b) the approval given in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of the Shares 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 given in paragraph (a) of this Resolution, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined);

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

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

• (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company from time to time;

shall not exceed 20% of the aggregate number of the Shares in issue at the date of the passing of this Resolution and the said approval shall be limited accordingly;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purpose of this Resolution:

“Relevant Period” means the period from 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 articles of association of the Company or any applicable laws to be held; and

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

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their holdings of such Shares at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

(B) “ THAT

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Codes on Takeovers and Mergers and Share Buy-backs, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;

• (b) the aggregate of the Shares which may be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate number of the Shares in issue at the date of the passing of this Resolution, and the approval granted under paragraph (a) of this Resolution shall be limited accordingly;

• (c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from 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 articles of association of the Company or any applicable laws to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

• (C) “ THAT conditional upon the passing of Resolution Nos. 5(A) and 5(B) as set out in the notice convening the Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional securities of the Company pursuant to Resolution No. 5(A) as set out in the notice convening the Meeting be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the Shares repurchased by the Company under the authority granted pursuant to Resolution No. 5(B) as set out in the notice convening the Meeting, provided that such amount shall not exceed 10% of the aggregate number of the Shares in issue at the date of the passing of this Resolution.”

By order of the Board Dining Concepts Holdings Limited Sandeep SEKHRI Chairman and Executive Director

Hong Kong, 24 August 2017

Notes:

1. All resolutions set out in this notice of the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the Company in accordance with the GEM Listing Rules.

2. A member of the Company entitled to attend and vote at the Meeting will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company.

3. A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.

4. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, 31/F., 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time fixed for the Meeting or any adjournment thereof.

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 Share as if he/she were solely entitled thereto, but if more than one of such joint registered 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 of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

6. For determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Wednesday, 20 September 2017 to Monday, 25 September 2017 (both days inclusive), during which period no transfer of Shares will be registered. In order for a shareholder of the Company to be eligible to attend and vote at the Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, 31/F., 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 19 September 2017.

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