Luen Thai Holdings Limited — Proxy Solicitation & Information Statement 2015

Apr 16, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of 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 Luen Thai Holdings Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2015 Annual General Meeting (‘‘AGM’’) of the Company to be held at the Boardroom, 5th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 26 May 2015 at 3: 00 p.m. is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if they so wish.

In the case of inconsistency between the Chinese version and the English version of this circular, the English version will prevail.

Hong Kong, 16 April 2015

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Granting of General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company to be held at the Boardroom, 5th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 26 May 2015 at 3: 00 p.m., a notice of which is set out on pages 14 to 18 of this circular

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

• ‘‘Board’’ the board of directors of the Company ‘‘CG Code’’ Corporate Governance Code contained in Appendix 14 to the Listing Rules

• ‘‘Close Associate(s)’’ has the meaning ascribed thereto under the Listing Rules ‘‘Company’’ Luen Thai Holdings Limited, a company incorporated in the Cayman Islands with limited liability with its shares listed on the Main Board of the Stock Exchange

• ‘‘Core Connected has the meaning ascribed thereto under the Listing Rules Person’’

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

• ‘‘Group’’ the Company and its subsidiaries from time to time

• ‘‘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

• ‘‘INED(s)’’ the independent non-executive director(s) of the Company

• ‘‘Latest Practicable 13 April 2015, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information in this circular prior to its publication

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

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DEFINITIONS

‘‘Share(s)’’ ordinary share(s) with a nominal value of US$0.01 each in the capital of the Company

‘‘Shareholder(s)’’ holder(s) of the Share(s)

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Takeover Code’’ the Hong Kong Code on Takeovers and Mergers

‘‘US$’’ United States dollars, the lawful currency of United States of America

‘‘%’’ Percent

– 2 –

LETTER FROM THE BOARD

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

Executive Directors: Tan Siu Lin (Chairman) Tan Henry Tan Cho Lung, Raymond Mok Siu Wan, Anne

Non-executive Directors: Tan Willie Lu Chin Chu

Independent Non-executive Directors: Chan Henry Cheung Siu Kee Seing Nea Yie

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

Head office and principal place of business in Hong Kong: 5th Floor Nanyang Plaza 57 Hung To Road Kwun Tong Kowloon Hong Kong

16 April 2015

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for (i) granting the general mandates to the Directors to allot, issue, deal with new Shares and repurchase existing Shares and (ii) the reelection of the retiring Directors.

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LETTER FROM THE BOARD

PROPOSED GRANTING OF GENERAL MANDATES

On 26 May 2014, resolutions were passed by the Shareholders at the 2014 annual general meeting giving general mandates to the Directors:

• (i) to allot, issue and otherwise deal with additional Shares with the aggregate nominal amount not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue on the day of passing such resolution;

• (ii) to repurchase Shares with the aggregate nominal amount not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue on the day of passing such resolution; and

• (iii) to add to the general mandate for issuing Shares set out in (i) above the number of Shares repurchased by the Company pursuant to the repurchase mandate set out in (ii) above.

The above general mandates will expire at the conclusion of the AGM, unless renewed at that meeting.

Three respective ordinary resolutions will be proposed at the AGM for the purposes of granting general mandates to the Directors:

• (a) to allot, issue and otherwise deal with additional Shares with the aggregate nominal amount not exceeding 20% of the number of issued Shares (the ‘‘Issue Mandate’’) as at the date of passing the resolution approving the Issue Mandate;

• (b) to repurchase Shares with the aggregate nominal amount not exceeding 10% of the number of issued Shares (the ‘‘Repurchase Mandate’’) as at the date of passing the resolution approving the Repurchase Mandate; and

• (c) to add to the general mandate for issuing Shares set out in (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

The full text of these resolutions are set out in Resolution 8 (‘‘Issue Mandate’’), Resolution 9 (‘‘Repurchase Mandate’’) and Resolution 10 as set out in the notice of the AGM contained in pages 14 to 17 of this circular.

The aforesaid mandates, unless revoked or varied by way of ordinary resolutions of the Shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company, which will be convened on or before 30 June 2016.

In accordance with the requirements set out in the Listing Rules, the Company is required to send an explanatory statement containing requisite information to Shareholders to consider the Repurchase Mandate subject to certain restrictions, which are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with the Articles of Association, at each annual general meeting onethird of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation. And, according to the CG Code, every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

To comply with the above, Dr. Tan Siu Lin, Dr. Tan Henry and Ms. Mok Siu Wan, Anne shall retire from office at the AGM and being eligible, offer themselves for re-election at the AGM.

Biographical information of the aforesaid retiring Directors proposed to be re-elected as Directors at the AGM, which are required to be disclosed by the Listing Rules, are set out in Appendix II to this circular.

AGM

The notice convening the AGM is set out on pages 14 to 18 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy to the Company’s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all proposed resolutions put to vote at the AGM shall be taken by way of poll.

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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed granting of the Issue Mandate and the Repurchase Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole and accordingly the Directors, together with their Close Associates, intend to vote in favor of the relevant resolutions in respect of their respective shareholdings in the Company and recommend Shareholders to vote in favour of such relevant resolutions to be proposed at the AGM.

Yours faithfully For and on behalf of the Board Tan Siu Lin Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the requisite information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate.

SHAREHOLDERS’ APPROVAL

The Listing Rules provide that all repurchase of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval in relation to specific transactions.

SHARE CAPITAL

As at the Latest Practicable Date, 1,034,112,666 Shares were in issue and fully paid.

Subject to the passing of the relevant ordinary resolutions and on the basis that no further Shares will be issued and repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 103,411,266 Shares, representing 10% of the Shares in issue as at the date of passing of the Repurchase Mandate.

REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Repurchase of Shares will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole. Such repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

FUNDING OF REPURCHASE

Any repurchase will only be funded out of funds of the Company legally available for the purpose of making the proposed purchases in accordance with the Company’s Articles of Association, the applicable laws and regulations of the Cayman Islands and the Listing Rules.

EFFECT OF EXERCISING THE REPURCHASE MANDATE

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 Company’s audited accounts for the year ended 31 December 2014) in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of Shares to such extent as would, in the

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APPENDIX I

EXPLANATORY STATEMENT

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.

DIRECTORS AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective Close Associates, has any present intention to sell any Share to the Company or its subsidiaries under the Repurchase Mandate if the same is approved by the Shareholders in the AGM.

No Core Connected Persons have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and the regulations of the Cayman Islands and in accordance with the regulations set out in the Articles of Association.

EFFECT OF THE TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeover Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

Based on the Company’s records as at the Latest Practicable Date, Dr. Tan Henry is the beneficial owner of 2,750 issued shares (representing 55% interest) in Helmsley Enterprise Limited (‘‘Helmsley’’), a company incorporated in the Commonwealth of the Bahamas. Helmsley wholly owns Capital Glory Limited which in turn owns 614,250,000 Shares, or approximately 59.40% interest in the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, then the shareholding of Capital Glory Limited would be increased to approximately 66.00%. In the opinion of the Directors, such increase will not give rise to a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months immediately preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.

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APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
2014
April	2.56	2.20
May	2.40	2.20
June	2.36	2.06
July	2.15	2.02
August	2.31	2.04
September	2.11	1.84
October	1.89	1.52
November	1.77	1.52
December	1.53	1.31
2015
January	1.58	1.39
February	1.62	1.35
March	1.47	1.33
April (1 April 2015 to the Latest Practicable Date)	1.70	1.39

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As required by the Listing Rules, the following sets out the biographical information of the three retiring Directors eligible for re-election at the AGM:

1. TAN SIU LIN

Dr. Tan Siu Lin (’’Dr. SL Tan’’), aged 84, is the founder and has been the Chairman of the Group since 1966.

He is also the Chairman of the Peking University Luen Thai Center for Supply Chain System R&D (北京大學聯泰供應鏈系統研發中心), the PRC, and the Chairman of TSL School of Business and Information Technology in Quanzhou Normal University (泉州師範 學院陳守仁工商信息學院). Dr. SL Tan is a board member of the Shaw College at the Chinese University of Hong Kong and the Vice-Chairman of the Huaqiao University (華僑 大學) as well as the honorable president of the Hong Kong General Chamber of Textiles Limited.

Save the office held in the Company, Dr. SL Tan had not held any directorship in other public listed companies during the past three years prior to the Latest Practicable Date.

Dr. SL Tan holds an honorary Doctoral of Laws degree from the University of Guam.

Dr. SL Tan is the father of other Directors, namely, Dr. Tan Henry, Messrs. Tan Willie and Tan Cho Lung, Raymond, and the Chief Executive Officer of CTSI Holdings Limited, Mr. Tan Cho Yee, Jerry who is responsible for the worldwide logistics business of the Group, and the Chief Financial Officer of the Company, Mr. Tan Sunny. Save as aforesaid, Dr. SL Tan is not related to any other Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. SL Tan had a trust interest of 6,500,000 Shares and a corporate interest of 26,300,000 Shares within the meaning of Part XV of the SFO.

Dr. SL Tan had renewed his service agreement with the Company for a fixed period of three years commencing from 27 June 2013, which shall continue subject to termination by either the Company or Dr. SL Tan giving three months’ notice in writing to the other party. Under the service agreement, the remuneration payable to Dr. SL Tan shall be a fixed monthly salary of HK$67,500, with such increase as the Board may from time to time determine in its absolute discretion. In addition, Dr. SL Tan is entitled to a bonus equivalent to one month’s salary on or around each Chinese New Year falling after the first anniversary of the commencement date. Dr. SL Tan is also eligible for consideration of annual discretionary bonus which shall be of such amount as the Board may determine based on his performance. Dr. SL Tan’s remuneration was determined by reference to the prevailing market condition and his knowledgeable experience for the industry.

Save as disclosed above, there are no other matters concerning Dr. SL Tan that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

2. TAN HENRY

Dr. Tan Henry (‘‘Dr. H Tan’’), BBS, JP, aged 61, joined the Group in January 1985 and is the Chief Executive Officer of the Company. Dr. H Tan is also a member of the Remuneration Committee, Nomination Committee and the Bank Facility Committee of the Company.

Save the office held in the Company and as disclosed below, Dr. H Tan has not held any directorships in any public listed companies in the past three years, prior to the Latest Practicable Date.

He has over 30 years of experience in apparel and logistics industries. Dr. H Tan was an independent non-executive director of Kingboard Chemical Holdings Limited, a listed company on the Main Board of the Stock Exchange from September 2005 to May 2013. He also acts as committee member of the Chinese People’s Political Consultative Conference in Fujian, China (中國人民政治協商會議福建省委員會委員) and the member of Standing Committee of the Chinese People’s Political Consultative Conference in Qingyuan City of Guangdong Province (廣東省清遠市政協常委). Dr. H Tan also acts as the executive vice chairman of China Council for the Promotion of Peaceful National Reunification of Hong Kong Region (香港地區中國和平統一促進會常務副會長), vice president of Overseas Chinese Economic and Cultural Foundation of China (中國華僑經濟文化基金會副理事 長), honourable chairman of the Hong Kong General Chamber of Textiles Limited, general committee member of Textile Council of Hong Kong Limited, member of Advisory Committee of Institute of Textiles & Clothing, Hong Kong Polytechnic University and the council member of Huaqiao University. Dr. H Tan is the past Chairman of Po Leung Kuk, an authorized charity organization in Hong Kong.

Dr. H Tan holds a Master’s degree in Business Administration and Bachelor’s degree in Business Administration, and he was conferred with the honorary degree of Doctor of Humane Letters from the University of Guam.

Dr. H Tan is the son of Dr. SL Tan, Chairman of the Group, and brother of other Directors, namely, Messrs. Tan Willie, Tan Cho Lung, Raymond, and the Chief Executive Officer of CTSI Holdings Limited, Mr. Tan Cho Yee, Jerry who is responsible for the worldwide logistics business of the Group, and the Chief Financial Officer of the Company, Mr. Tan Sunny. Save aforesaid, Dr. H Tan is not related to any other Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. H Tan had a corporate interests of 689,600,000 Shares within the meaning of Part XV of the SFO.

Dr. H Tan had renewed his service agreement with the Company for a fixed period of three years commencing from 27 June 2013, which shall continue subject to termination by either the Company or Dr. H Tan giving three months’ notice in writing to the other party. Under the service agreement, the remuneration payable to Dr. H Tan shall be a fixed monthly salary of HK$277,808, with such increase as the Board may from time to time determine in its absolute discretion. In addition, Dr. H Tan is entitled to a bonus equivalent

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

to one month’s salary on or around each Chinese New Year falling after the first anniversary of the commencement date. Dr. H Tan is also eligible for consideration of annual discretionary bonus which shall be of such amount as the Board may determine based on his performance. The Company has made contribution to mandatory provident fund in accordance with the applicable legal requirement. Dr. H Tan’s remuneration was determined by reference to the prevailing market condition and his knowledgeable experience for the industry.

Save as disclosed above, there are no other matters concerning Dr. H Tan that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of Rule 13.51 (2)(h) to (v) of the Listing Rules.

3. MOK SIU WAN, ANNE

Ms. Mok Siu Wan, Anne (‘‘Ms. Mok’’), aged 62, joined the Group in 2003 and was appointed as an executive Director on 3 June 2005. She also holds other senior positions and directorships in the Group, including the President and Chief Merchandizing Officer of Luen Thai International Group Limited (‘‘LTIGL’’) as well as the President of the Tien Hu Group.

Save the office held in the Company, Ms. Mok had not held any directorship in other public listed companies during the past three years prior to the Latest Practicable Date.

Ms. Mok is an accomplished industry professional with years of experience in key executive and board member positions out of which over 20 years were spent holding various management positions within the Swire Pacific Group Companies. Ms. Mok also held senior management positions with other prominent organizations including Li & Fung Limited and the Pentland Group plc, a London based international group which develops and owns some leading brands in Sports and Fashion. Ms. Mok was a member of the Board of Governors for the American Chamber of Commerce in Hong Kong from 1998 to 2003 and the Chairman of the Textiles Committee for the American Chamber of Commerce in Hong Kong in 1996 and 1997.

Ms. Mok graduated with a Bachelor’s degree in Arts from the University of Hong Kong and has attended various management programmes and courses organized by Harvard University, Tsinghua University and INSEAD Euro-Asia Centre.

Ms. Mok is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Ms. Mok beneficially held 2,000,000 Shares in her personal capacity within the meaning of Part XV of the SFO.

Ms. Mok has entered into a service contract with the Company for a fixed period of three years commencing from 1 January 2013 and is entitled to a Director’s fee of HK$150,000 per annum. She has also entered into an employment contract dated 1 January 2010 with LTIGL, a wholly owned subsidiary of the Company, for her positions held

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

therein and is entitled to receive a monthly salary of HK$280,000. In addition, Ms. Mok is entitled to a bonus equivalent to one month’s salary on or around each Chinese New Year falling after the anniversary of the commencement date. She is also eligible for consideration of annual discretionary bonus which shall be of such amount as the Board may determine based on her performance. The Company has made contribution to mandatory provident fund in accordance with the applicable legal requirement. Ms. Mok’s remuneration was determined by reference to the prevailing market condition and her knowledgeable experience for the industry.

Save as disclosed above, there are no other matters concerning Ms. Mok that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Luen Thai Holding Limited (the ‘‘Company’’) will be held at the Boardroom, 5th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 26 May 2015 at 3: 00 p.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated accounts and the reports of the directors and of the auditors for the year ended 31 December 2014;

2. To declare a final dividend for the year ended 31 December 2014;

3. To re-elect Dr. Tan Siu Lin as an executive director of the Company;

4. To re-elect Dr. Tan Henry as an executive director of the Company;

5. To re-elect Ms. Mok Siu Wan, Anne as an executive director of the Company;

6. To authorize the board of directors of the Company to fix the directors’ remuneration;

7. To re-appoint Messrs. PricewaterhouseCoopers as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration;

8. To consider as special business, and if thought fit, to pass the following resolution as Ordinary Resolution:

‘‘THAT:

• (A) subject to paragraph (C) below, the exercise by the directors of the Company during the Relevant Period (as defined in the paragraph (D) below) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby approved generally and unconditionally;

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NOTICE OF ANNUAL GENERAL MEETING

• (B) the approval in paragraph (A) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (C) the aggregate nominal amount of share capital allotted, issued and dealt with, or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (A) of this resolution, otherwise than pursuant to:

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

• (ii) the exercise of any option under the Company’s share option scheme(s); or

• (iii) 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 from time to time,

shall not exceed 20% of the number of shares of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (D) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest 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 either by any applicable laws or by the Articles of Association to be held; and

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to the holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong.’’

1. To consider as special business, and if thought fit, to pass the following resolution as an Ordinary Resolution:

‘‘THAT:

• (A) subject to paragraph (B) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to repurchase issued shares in the capital of the Company, in accordance with all applicable laws and the requirements set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby approved generally and unconditionally;

• (B) the aggregate nominal amount of shares authorized to be repurchased or agreed conditionally or unconditionally to be repurchased by the directors of the Company pursuant to the approval in paragraph (A) above shall not exceed 10% of the number of shares of the Company in issue as at the date of this resolution, and the said approval shall be limited accordingly; and

• (C) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest 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 either by any applicable laws or by the Articles of Association to be held; and

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders in general meeting.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business, and if thought fit, to pass the following resolution as an Ordinary Resolution:

‘‘THAT conditional upon the passing of resolutions numbered 8 and 9 as set out in the notice convening this meeting, the aggregate nominal amount of the number of shares in the capital of the Company that shall have been repurchased by the Company after the date thereof pursuant to and in accordance with the said resolution 9 shall be added to the aggregate nominal amount of share capital that may be allotted, issued and disposed of or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to the general mandate to allot and issue shares granted to the directors of the Company by the said resolution 8.’’

By order of the Board Luen Thai Holdings Limited Tan Siu Lin Chairman

Hong Kong, 16 April 2015

Notes:

• i. A member entitled to attend and vote at the meeting convened is entitled to appoint another person(s) as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.

• ii. If a member of the Company wishes to nominate a person to stand for election as a director of the Company, (i) a notice in writing signed by the shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election; and (ii) a notice in writing signed by the person to be proposed of his willingness to be elected must accompany with (a) that nominated candidate’s information as required to be disclosed under Rule 13.51(2) of the Listing Rules, and (b) the nominated candidate’s written consent to the publication of his/her personal data, must be validly lodged no later than 28 April 2015 at the head office of the Company at 5th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong or the Hong Kong Branch Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• iii. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from

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NOTICE OF ANNUAL GENERAL MEETING

attending in person and voting at the meeting or any adjournment thereof should he so wish. In such event, the instrument appointing the proxy shall be deemed to be revoked.

• iv. The Register of Members of the Company will be closed from 21 May 2015 to 26 May 2015 (both days inclusive), during which period no transfers of shares will be registered. To determine the entitlement to attend and vote at the Annual General Meeting of the Company, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s Branch Share Registrars in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on 20 May 2015.

• v. In addition, the Board has resolved to recommend the payment of a final dividend of HK4.90 cents per share for members whose names appear on the Register of Members of the Company on 5 June 2015. The Register of Members of the Company will also be closed from 3 June 2015 to 5 June 2015 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, subject to approval at the Annual General Meeting of the Company, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s Branch Share Registrars in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on 2 June 2015.

• vi. If Typhoon Signal No.8 or above is hoisted, or ‘‘black’’ rainstorm warning is in force on the date of the meeting, shareholders will be informed of any alternative meeting arrangement by a supplementary notice, posted on the Company’s website (www.luenthai.com) and the website of the Stock Exchange at www.hkexnews.hk. Shareholders may contact the Company’s share registrar on (852) 2862 8555 for any alternative meeting arrangement.

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