Major Holdings Limited — Proxy Solicitation & Information Statement 2016

Jun 6, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [182 x 51] intentionally omitted <==

*** 美捷滙控股有限公司**

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1389)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Major Holdings Limited (the “Company”) will be held at Suite 822, Ocean Centre, Harbour City, 5 Canton Road, Kowloon, Hong Kong on Thursday, 23 June 2016 at 10:00 a.m. for the purpose of considering and, if though fit, pass with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Bonus Shares (as hereinafter defined):

• (a) upon the recommendation of the directors of the Company (the “Directors”), an amount standing to the credit of the share premium account of the Company be capitalised and accordingly the Directors be and are hereby authorised and directed to apply such amount in paying up in full at par new shares of HK$0.00125 each in the share capital of the Company (the “Bonus Shares”), and that such Bonus Shares shall be issued, allotted and distributed, credited as fully paid up at par value on a pro rata basis to and amongst those shareholders whose names appear on the register of members of the Company (“Register of Members”) at the close of business on Monday, 4 July 2016 (the “Record Date”) on the basis of three (3) Bonus Shares for every two (2) existing shares of HK$0.00125 each in the capital of the Company held by them respectively on the Record Date as at the close of business;

• (b) in case where the address of any shareholder of the Company as shown on the register of members at the close of business on the Record Date is outside Hong Kong (the “Overseas Shareholders”) and upon making relevant enquiries, if the Board is of the view that for Overseas Shareholders who will not be entitled to the Bonus Issue because of the legal restrictions under the laws or statutory regulations of their jurisdiction or the requirements of the stock exchange in that jurisdiction, arrangements will be made for the Bonus Shares which would otherwise have been issued to such Overseas

• For identification purpose only

– 1 –

Shareholders (the “Non-Qualifying Shareholders”) to be sold in the market as soon as practicable after dealing in the Bonus Shares commences. Any net proceeds of such sale, after deduction of expenses, of HK$100 or more, will be distributed in Hong Kong dollars to the relevant Overseas Shareholders by ordinary posted to them the remittances therefor at their own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company;

• (c) the Bonus Shares to be issued pursuant to this Resolution shall be subject to the memorandum and articles of association of the Company and shall rank pari passu in all respects with the shares of HK$0.00125 each in the capital of the Company in issue on the Record Date as at the close of business, except that they will not rank for the bonus issue of shares mentioned in this Resolution; and

• (d) the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalised out of the share premium account of the Company and the number of Bonus Shares to be allotted, issued and distributed in the manner referred to in paragraph (a) of this Resolution.”

By Order of the Board Major Holdings Limited Cheung Chun To Chairman

Hong Kong, 6 June 2016

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

Head office and principal place of business: Suite 822

Ocean Centre Harbour City 5 Canton Road, Kowloon Hong Kong

Notes:

• (a) A member who is the holder of two or more shares may appoint more than one proxy to represent him and to attend and vote in his stead at the meeting. A proxy need not be a member of the Company.

• (b) To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting.

• (c) The register of members of the Company will be closed for registration of transfer from Tuesday, 21 June 2016 to Thursday, 23 June 2016 (both days inclusive), during which no transfer of Shares will be registered. In order to qualify for attendance of EGM, all completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 20 June 2016.

– 2 –

• (d) The register of members of the Company will also be closed from Thursday, 30 June 2016 to Monday, 4 July 2016 (both days inclusive), during which no transfer of Shares will be registered. In order to determine the entitlement of the Shareholders under the Bonus Issue, all completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 29 June 2016.

• (e) Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders of the Company at the 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 Company must announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

As at the date of this announcement, the executive Directors of the Company are Mr. Cheung Chun To, Mr. Leung Chi Kin Joseph and Ms. Cheung Wing Shun, the independent non-executive Directors are Mr. Wong Siu Ki, Mr. Ngai Hoi Ying and Mr. Yue Kwai Wa Ken.

– 3 –