Logan Group Company Limited — Proxy Solicitation & Information Statement 2020

Apr 28, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Logan Property Holdings Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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(1) PROPOSED CHANGE OF COMPANY NAME AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

MEASURES TAKEN IN LIGHT OF CORONAVIRUS DISEASE 2019 (‘‘COVID-19’’)

Please see page 2 of this document for measures being taken to try to prevent and control the spread of the COVID-19 at the Extraordinary General Meeting, including:

• . compulsory temperature check and health declaration

. prohibit attendance at the Extraordinary General Meeting if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance

. prohibit attendance at the Extraordinary General Meeting if the attendee has been to the countries in the 14-day period prior to the Extraordinary General Meeting as stated in page 2 of this circular and/or such other countries or time periods as may be required or recommended by any government agencies from time to time

. no food served at the Extraordinary General Meeting

Any person who does not comply with the precautionary measures may be denied entry into the Extraordinary General Meeting venue. The Company encourages attendees who feel unwell (even without flu-like symptoms) to wear surgical masks and reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the Extraordinary General Meeting as an alternative to attend the Extraordinary General Meeting in person.

The notice convening the Extraordinary General Meeting of Logan Property Holdings Company Limited to be held at PLAZA Room, Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 22 May 2020 at 11: 40 a.m. (or immediately following the Annual General Meeting to be convened on the same day) is set out in this circular.

Whether or not you are able to attend the Extraordinary General Meeting, please complete and sign the enclosed form of proxy for use at the Extraordinary General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. not later than 11: 40 a.m. on Wednesday, 20 May 2020) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Extraordinary General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.loganproperty.com).

29 April 2020

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY
GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

• ‘‘Annual General the annual general meeting of the Company to be held at PLAZA Meeting’’ Room, Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 22 May 2020 at 11: 00 a.m., or any adjournment thereof

• ‘‘Articles of the articles of association of the Company, as amended from Association’’ time to time

• ‘‘Board’’ the board of Directors

‘‘Company’’ Logan Property Holdings Company Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Extraordinary General the extraordinary general meeting of the Company to be held at Meeting’’ PLAZA Room, Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 22 May 2020 at 11: 40 a.m. (or immediately following the Annual General Meeting to be convened on the same day), or any adjournment thereof

• ‘‘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

• ‘‘Latest Practicable 27 April 2020, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Share(s)’’ ordinary share(s) of HK$0.1 each of the Company ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

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PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

In view of the Coronavirus Disease 2019 (‘‘COVID-19’’) situation, the Company will be taking the following precautionary measures at the Extraordinary General Meeting:

• . All attendees will be required to undergo a temperature check and sign a health declaration form before entering the Extraordinary General Meeting venue.

• . Any person who has a fever will not be permitted to attend the Extraordinary General Meeting. Persons exhibiting flu-like symptoms may also be refused admittance at the Company’s discretion.

• . Any person, irrespective of nationality, who has been to France, Germany, Italy, Spain, Iran, Republic of Korea, Japan, ASEAN countries, Switzerland, United Kingdom and the People’s Republic of China in the 14-day period prior to the Extraordinary General Meeting and/or such other countries or time periods as may be required or recommended by any government agencies from time to time, will not be permitted to attend the Extraordinary General Meeting.

• . There will not be any food served at the Extraordinary General Meeting.

Shareholders who are feeling unwell or have been placed on leave of absence on the date of the Extraordinary General Meeting are advised not to attend the Extraordinary General Meeting. Attendees who feel unwell (even without flu-like symptoms) are encouraged to wear surgical masks.

Shareholders who prefer not to attend or are restricted from attending the Extraordinary General Meeting, may still vote by proxy and are advised to take note of the last date and time for the lodgement of the proxy form.

As the COVID-19 situation continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to Shareholders and others attending the Extraordinary General Meeting and to comply with any requirements or recommendations of any government agencies from time to time.

The Company seeks the understanding and cooperation of all Shareholders to minimise the risk of community spread of COVID-19.

The Extraordinary General Meeting will commence at 11: 40 a.m. (or immediately following the Annual General Meeting to be convened on the same day), and Shareholders are encouraged to arrive at the Extraordinary General Meeting venue at least half an hour prior to the meeting commencement time to avoid delays from precautionary measures mentioned above in the registration process. There will not be any vouchers or door gifts issued.

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LETTER FROM THE BOARD

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Executive Directors: Mr. Kei Hoi Pang Mr. Lai Zhuobin Mr. Xiao Xu Mr. Wu Jian

Non-executive Director:

Ms. Kei Perenna Hoi Ting

Independent Non-executive Directors: Mr. Zhang Huaqiao Ms. Liu Ka Ying, Rebecca Mr. Cai Suisheng

Registered Office: Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Principal Place of Business in Hong Kong: Unit Nos. 02–03A, Level 68 International Commerce Centre 1 Austin Road West, Hong Kong

29 April 2020

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED CHANGE OF COMPANY NAME AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the proposed change of name of the Company and to give you the notice of Extraordinary General Meeting.

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Company proposes to change the English and Chinese name of the Company from:

Logan Property Holdings Company Limited 龍光地產控股有限公司

to:

Logan Group Company Limited 龍光集團有限公司

Conditions of the change of name of the Company

The change of name of the Company is subject to satisfaction of the following conditions:

• (i) the passing of the necessary special resolution by the Shareholders at the Extraordinary General Meeting to approve the change of name of the Company; and

• (ii) the Registrar of Companies in the Cayman Islands approving the change of name of the Company.

Subject to the satisfaction of the conditions set out above, the change of name of the Company will take effect upon the date of the issue of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands confirming that the new name has been registered.

The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the change of name of the Company

Upon listing, the Group has adhered to its forward-looking investment strategy and regional penetration strategies while promoting synergetic development of different business segments and continued to enhance its comprehensive strength. The Group has developed to be currently engaged in three main business segments of property development, urban renewal and investment property operations. The Board considered that the proposed new name of the Company is more aligned with the Group’s long-term development strategy, which will be beneficial to the co-ordination and development of the Group’s core business, strengthen the overall branding, and create value to the Shareholders and customers of the Group.

Effect of the change of name of the Company

The change of name of the Company will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position.

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LETTER FROM THE BOARD

All existing certificates of securities in issue bearing the present name of the Company shall, upon the change of name of the Company becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes.

There will not be any arrangement for exchange of the existing certificates of securities. Subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading in the Shares on the Stock Exchange will also be changed after the new company name becomes effective.

Once the change of name of the Company becomes effective, new share certificates will be issued in the new name of the Company.

Further announcement(s) will be made by the Company in relation to the effective dates of the change of name of the Company and the change of the English and Chinese stock short names of the Company.

3. EXTRAORDINARY GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Extraordinary General Meeting is set out on pages 7 to 8 of this circular.

As at the Latest Practicable Date, no Shareholder had a material interest in the proposed change of name of the Company. As such, no Shareholder is required to abstain from voting on the resolution in relation thereto.

Pursuant to the Listing Rules and the Articles of Association, 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. An announcement on the poll results will be published by the Company after the Extraordinary General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.loganproperty.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Extraordinary General Meeting (i.e. not later than 11: 40 a.m. on Wednesday, 20 May 2020) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting if you so wish.

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LETTER FROM THE BOARD

4. 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.

5. RECOMMENDATION

The Directors consider that the proposed change of name of the Company is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the Extraordinary General Meeting.

Yours faithfully,

For and on behalf of the Board Logan Property Holdings Company Limited Kei Hoi Pang Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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Notice is hereby given that an extraordinary general meeting (the ‘‘EGM’’) of Logan Property Holdings Company Limited (the ‘‘Company’’) will be held at PLAZA Room, Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 22 May 2020 at 11: 40 a.m. (or immediately following the annual general meeting to be convened on the same day) to consider and, if thought fit, pass (with or without modification) the following resolution as a special resolution of the Company.

SPECIAL RESOLUTION

1. ‘‘THAT subject to and conditional upon the approval of the Registrar of the Companies in the Cayman Islands, the English name of the Company be changed from ‘‘Logan Property Holdings Company Limited’’ to ‘‘Logan Group Company Limited’’, and the Chinese name ‘‘龍光集團有限公司’’ be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name ‘‘龍光地產控股有限 公司’’ with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the change of the name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By order of the Board Logan Property Holdings Company Limited Kei Hoi Pang

Chairman

Hong Kong, 29 April 2020

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. The resolution at the EGM will 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) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 11: 40 a.m. on Wednesday, 20 May 2020) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. To ascertain the shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 19 May 2020 to Friday, 22 May 2020, both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Monday, 18 May 2020.

5. Reference to time and dates in this notice are to Hong Kong time and dates.

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