Melco International Development Limited — AGM Information 2017

Nov 16, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for independent advice.

If you have sold or transferred all your shares in Crocodile Garments Limited , you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the licensed securities dealer, registered institution in securities, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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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Crocodile Garments Limited

(Incorporated in Hong Kong with limited liability) (Stock Code: 122)

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page shall have the respective meanings as those defined in the section headed “ Definitions ” in this circular.

A letter from the Board is set out on pages 3 to 6 of this circular.

The notice convening the 2017 AGM to be held at Luxembourg Rooms I-III, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 18 December 2017 at 11:00 a.m. is contained in both the 2016-2017 Annual Report and this circular. The subject matter of this circular relates only to the proposed Ordinary Resolutions nos. 2 and 4, the text of which is contained in the Notice of 2017 AGM.

If you do not intend to be present at the 2017 AGM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete and sign the form of proxy enclosed with the 2016-2017 Annual Report in accordance with the instructions printed thereon and deposit the same with the Company’s share registrar, Tricor Tengis Limited at Level 22, 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 fixed for holding the 2017 AGM or any adjournment thereof (as the case may be). Completion and return of the form proxy shall not preclude you from attending and voting in person at the 2017 AGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

17 November 2017

TABLE OF CONTENTS

		Page
DEFINITIONS....................................................................................................................		1
LETTER	FROM THE BOARD
1.	Introduction .......................................................................................................	3
2.	Proposed Buy Back Mandate and Issue Mandate .............................................	4
3.	Re-election of the Retiring Directors ................................................................	4
4.	2017 AGM ........................................................................................................	4
5.	Voting by Way of Poll ......................................................................................	5
6.	Recommendation ..............................................................................................	5
7.	General Information ..........................................................................................	6
APPENDIX I — EXPLANATORY STATEMENT
	ON BUY BACK MANDATE...................................................	7
APPENDIX II — DETAILS OF THE RETIRING DIRECTORS PROPOSED
	FOR RE-ELECTION...............................................................	11
NOTICE	OF ANNUAL GENERAL MEETING.............................................................	15

This circular in both English and Chinese is available in printed form and published on the respective websites of the Company at www.crocodile.com.hk and the Stock Exchange at www.hkexnews.hk.

– i –

DEFINITIONS

Under the context otherwise requires, terms used in this circular and the appendices to it shall have the following respective meanings:

“2016-2017 Annual Report”

annual report of the Company for the year ended 31 July 2017;

• “2016 AGM” the AGM held on 19 December 2016;

“2017 AGM” the AGM to be convened and held at Luxembourg Rooms I-III, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 18 December 2017 at 11:00 a.m. or at any adjournment thereof;

• “AGM” annual general meeting of the Company;

• “Articles of Association” the Articles of Association of the Company;

• “Board” the board of Directors;

• “Buy-backs Code” the Code on Share Buy-backs issued by the SFC;

“Buy Back Mandate” a general and unconditional mandate proposed to be granted to the Directors at the 2017 AGM to exercise all the powers of the Company to buy back Shares not exceeding 10% of the total issued Shares as at the date of passing such resolution;

• “close associate(s)” has the meaning ascribed to it under Rule 1.01 of the Listing Rules;

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

“Company” Crocodile Garments Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 122);

“control” has the meaning ascribed to it under the Takeovers Code;

• “controlling shareholder(s)” has the meaning ascribed to it under Rule 1.01 of the Listing Rules;

• “core connected person(s)” has the meaning ascribed to it under Rule 1.01 of the Listing Rules;

• “Director(s)” the director(s) of the Company;

“Group” the Company and its subsidiaries from time to time;

– 1 –

DEFINITIONS

• “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;

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the 2017 AGM to exercise all the powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total issued Shares as at the date of passing such resolution;

• “Latest Practicable Date” 13 November 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time;

• “Notice of 2017 AGM” the notice convening the 2017 AGM is contained in both the 2016-2017 Annual Report and this circular;

• “Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the Notice of 2017 AGM;

• “SFC” the Securities and Futures Commission in Hong Kong;

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Share(s)” the ordinary share(s) in the share capital of the Company;

• “Share Option Holder(s)” the holder(s) of the share option(s) granted under the Share Option Scheme entitling him/her/them to subscribe for certain Shares;

• “Share Option Scheme” the share option scheme adopted by the Company on 15 December 2015 and became effective on 18 December 2015;

• “Shareholder(s)” the duly registered holder(s) of the Shares;

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Takeovers Code” The Code on Takeovers and Mergers issued by the SFC; and

• “%” per cent.

– 2 –

LETTER FROM THE BOARD

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Crocodile Garments Limited

(Incorporated in Hong Kong with limited liability) (Stock Code: 122)

Executive Directors:

Dr. Lam Kin Ming (Chairman and Chief Executive Officer) Ms. Lam Wai Shan, Vanessa (Deputy Chief Executive Officer) Dr. Lam Kin Ngok, Peter Mr. Lam Kin Hong, Matthew Mr. Wan Edward Yee Hwa

Non-executive Director: Ms. Lam Suk Ying, Diana

Independent Non-executive Directors:

Registered Office: 11th Floor Lai Sun Commercial Centre 680 Cheung Sha Wan Road Kowloon, Hong Kong

Principal Place of Business: 12th Floor, Wing Tai Centre 12 Hing Yip Street Kwun Tong Kowloon, Hong Kong

Mr. Chow Bing Chiu Mr. Leung Shu Yin, William Mr. Yeung Sui Sang

17 November 2017

To the Shareholders and for information only, the Share Option Holders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. Introduction

The purpose of this circular is to provide you with information regarding, among other things, (i) the proposed renewal of the general mandates to the Directors to buy back Shares and to allot, issue and deal with additional Shares; and (ii) the re-election of the retiring Directors, so as to give you all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the 2017 AGM.

– 3 –

LETTER FROM THE BOARD

2. Proposed Buy Back Mandate and Issue Mandate

At the 2016 AGM held on 19 December 2016, ordinary resolutions were passed respectively to grant general mandates to the Directors to exercise all the powers of the Company (i) to buy back Shares not exceeding 10% of the total issued Shares as at the date of the 2016 AGM; (ii) to allot, issue and deal with additional Shares not exceeding 20% of the total issued Shares as at the date of the 2016 AGM; and (iii) to extend the general mandate granted to the Directors to issue Shares by adding the number of Shares bought back by the Company pursuant to the mandate to buy back Shares referred in (i) above.

The above mandates will expire at the conclusion of the 2017 AGM unless renewed at that meeting. To keep in line with the current corporate practice, resolutions will be proposed at the 2017 AGM to grant the Buy Back Mandate and the Issue Mandate to the Directors as well as to extend the general mandate granted to the Directors to issue Shares by adding the number of Shares bought back under the Buy Back Mandate, if granted. The full text of above resolutions is set out in Ordinary Resolutions nos. 4(A), 4(B) and 4(C) of the Notice of 2017 AGM. As regards these resolutions, the Directors wish to state that they have no immediate plans to buy back any Shares or allot and issue any new Shares pursuant to the relevant mandates.

An explanatory statement, as required by the Listing Rules in connection with the Buy Back Mandate is set out in Appendix I to this circular, and contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution relating to the Buy Back Mandate.

3. Re-election of the Retiring Directors

In accordance with Article 100 of the Articles of Association, Dr. Lam Kin Ming, Dr. Lam Kin Ngok, Peter and Mr. Lam Kin Hong, Matthew (all Executive Directors) and Mr. Leung Shu Yin, William (“ Mr. Leung ”, an Independent Non-executive Director) will retire from office by rotation at the 2017 AGM and, being eligible, will offer themselves for re-election. Details of the retiring Directors proposed for re-election at the 2017 AGM required to be disclosed under Rule 13.51(2) of the Listing Rules, are set out in Appendix II to this circular.

Mr. Leung is eligible for re-election at the 2017 AGM and has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Further, up to the date of this circular, the Board has not been aware of the occurrence of any events which would cause it to believe that Mr. Leung’s independence has been impaired.

4. 2017 AGM

The 2017 AGM will be held at Luxembourg Rooms I-III, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 18 December 2017 at 11:00 a.m. The Notice of 2017 AGM is contained in both the 2016-2017 Annual Report and this circular. The resolutions in relation to, among other things, the proposed granting of the Buy Back Mandate, the Issue Mandate and the extension of the Issue Mandate as well as the re-election of the retiring Directors will be proposed at the 2017 AGM for approval by the Shareholders.

– 4 –

LETTER FROM THE BOARD

If you do not intend to be present at the 2017 AGM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete and sign the form of proxy enclosed with the 2016-2017 Annual Report (also published on both the websites of the Company at www.crocodile.com.hk and the Stock Exchange at www.hkexnews.hk) in accordance with the instructions printed thereon and deposit the same with the Company’s share registrar, Tricor Tengis Limited at Level 22, 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 fixed for holding the 2017 AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the 2017 AGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the above resolutions to be proposed at the 2017 AGM.

5. Voting by Way of Poll

In compliance with Rule 13.39(4) of the Listing Rules, save for resolutions which relate purely to procedural or administrative matters to be voted on by a show of hands, voting on the resolutions to be proposed at the 2017 AGM shall be decided by way of a poll.

Article 80 of the Articles of Association provides that on a poll, every member present in person or by proxy or in the case of a member being a corporation, by its duly authorised representative, shall have one vote for every fully paid up Share of which he/she/it is the holder.

An explanation of the detailed procedures of conducting a poll will be provided to the Shareholders at the 2017 AGM. Tricor Tengis Limited, the share registrar of the Company, will serve as the scrutineers for the vote-taking. The Company will publish an announcement on the poll results on the respective websites of the Company at www.crocodile.com.hk and the Stock Exchange at www.hkexnews.hk shortly after the conclusion of the 2017 AGM pursuant to Rule 13.39(5) of the Listing Rules.

6. Recommendation

The Directors are of the opinion that the proposed granting of the Buy Back Mandate, the Issue Mandate and the extension of the Issue Mandates as well as the re-election of the retiring Directors (details of which are set out in Ordinary Resolutions nos. 2 and 4 of the Notice of 2017 AGM) are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the 2017 AGM.

– 5 –

LETTER FROM THE BOARD

7. General Information

Your attention is drawn to the additional information set out in the appendices to this circular and the Notice of 2017 AGM contained in both the 2016-2017 Annual Report and this circular.

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

Yours faithfully, For and on behalf of the Board of Crocodile Garments Limited Lam Kin Ming Chairman, Executive Director and Chief Executive Officer

– 6 –

APPENDIX I EXPLANATORY STATEMENT ON BUY BACK MANDATE

This explanatory statement contains all the information required by Rule 10.06(1)(b) of the Listing Rules to be given to the Shareholders reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution relating to the Buy Back Mandate to be proposed at the 2017 AGM.

1. Issued Shares

As at the Latest Practicable Date, there were a total of 947,543,695 Shares in issue and there was outstanding options granted under the Share Option Scheme to subscribe for 2,900,000 Shares.

Subject to the passing of the proposed ordinary resolution granting the Buy Back Mandate and on the basis that no further Shares will be issued (whether generally or pursuant to the exercise of the subscription rights attaching to the outstanding option) prior to the date of the 2017 AGM, exercise in full of the Buy Back Mandate would result in up to a maximum of 94,754,369 Shares (i.e. 10% of the total issued Shares as at the Latest Practicable Date) being bought back by the Company during the relevant period.

2. Reasons for Buy Back

Although the Directors have no present intention to buy back any Shares, they believe that the flexibility afforded by the Buy Back Mandate will be in the best interests of the Company and the Shareholders as a whole. Such buy back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or earnings per Share and will only be made when the Directors believe that such buy back will benefit the Company and the Shareholders as a whole (e.g. if there are occasions in the future when depressed market conditions arise and the Shares are trading at a discount to their underlying value).

3. Funding of Buy Back

Pursuant to the Buy Back Mandate, the Company may only apply funds legally available for buy back in accordance with the Laws of Hong Kong in which the Company is incorporated and the Articles of Association. The Companies Ordinance provides that the payment in respect of a Share buy back may be made out of the distributable profits of the Company and/or proceeds of a new issue of Shares made for the purpose of the buy back. The finance for such buy back may include the Company’s available internal resources and/or the legally available funding facilities.

There might be material adverse impact on the working capital or the gearing position of the Group (as compared with the position disclosed in the published audited consolidated financial statements of the Company for the year ended 31 July 2017) in the event that the Buy Back Mandate was to be carried out in full at any time during the proposed buy back period. However, the Directors do not currently propose to exercise the Buy Back Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital of the Company or the gearing position which are, in the opinion of the Directors, appropriate for the Company from time to time.

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON BUY BACK MANDATE

4. Share Prices

The monthly highest and lowest prices per Share at which the Shares had been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2016
November	1.18	0.86
December	1.04	0.90
2017
January	1.10	0.97
February	1.27	1.03
March	1.14	1.02
April	1.11	1.00
May	1.08	0.99
June	1.11	0.99
July	1.05	1.00
August	1.01	0.90
September	0.92	0.86
October	0.97	0.87
November (up to the Latest Practicable Date)	0.90	0.87

5. Buy Back by the Company

The Company had not made any purchase of Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

6. Intention and Undertaking

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares held by them to the Company under the Buy Back Mandate if such Buy Back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the Buy Back Mandate in accordance with the Listing Rules, the Articles of Association and the relevant laws in Hong Kong applicable to the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell the Shares held by him/her/it to the Company, or has undertaken not to do so, in the event that the Buy Back Mandate is approved by the Shareholders.

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON BUY BACK MANDATE

7. Implications of the Takeovers Code and the Listing Rules

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share bought back by the Company, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code and Rule 6 of the Buybacks Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase in their shareholding interest(s), obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, the controlling shareholders of the Company named below were interested or were deemed to be interested under the SFO in the issued Shares as follows:

				Approximate
				percentage of
		Nature of	Number of	total issued
Name	Capacity	interests	issued Shares	Shares
Rich Promise Limited	Benefcial owner	Corporate	472,200,000	49.83%
(“RPL”)			(Note 1)
Lam Kin Ming	Benefcial owner	Personal and	477,739,000	50.42%
(“Dr. Lam”)	and owner of	corporate	(Notes 1 and 2)
	controlled corporation

Notes:

• (1) Dr. Lam (the chairman, an executive director and the chief executive officer of the Company) was deemed to be interested in the 472,200,000 Shares owned by RPL by virtue of his 100% shareholding interest in RPL.

• (2) Dr. Lam was personally interested in 5,539,000 Shares. On 16 January 2017, the Company granted a share option comprising 900,000 underlying Shares to Dr. Lam at the exercise price of HK$0.994 per Share (subject to adjustments) with an exercise period from 16 January 2017 to 15 January 2020 under the Share Option Scheme. Such underlying Shares have not been included in the calculation of Dr. Lam’s personal interest in the Shares.

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON BUY BACK MANDATE

In the event that the Company exercises the Buy Back Mandate in full and taking no account of the issue of new Shares by the Company pursuant to any general or specific mandates granted by the Shareholders at any general meeting, the Share Option Scheme and/or any scheme or otherwise, the aggregate beneficial shareholding interest and deemed shareholding interest of RPL and Dr. Lam in the Company (for illustration) will be as follows:

	Approximate percentage
Name	of total issued Shares
RPL	55.37%
Dr. Lam	56.02%

The Directors are not aware of any Shareholders or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any buy back of Shares pursuant to the Buy Back Mandate.

Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of buy back, the exercise of the Buy Back Mandate whether in whole or in part will not result in less than 25% of the total issued Shares being held by the public as required by Rule 8.08 of the Listing Rules.

– 10 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following are the particulars of the Directors proposed to be re-elected at the 2017 AGM:

1. Executive Directors

Dr. Lam Kin Ming , Chairman, Executive Director and Chief Executive Officer, aged 80, was appointed an Executive Director in December 1993 and is currently a member of the Executive Committee of the Company. He is also the chairman and an executive director of Lai Sun Garment (International) Limited (“ LSG ”), a non-executive director of Lai Sun Development Company Limited (“ LSD ”) as well as the deputy chairman and an executive director of Lai Fung Holdings Limited (“ Lai Fung ”). The issued shares of the aforesaid companies are listed and traded on the Main Board of the Stock Exchange. In addition, Dr. Lam is a director and the sole shareholder of RPL. He received an honorary doctoral degree from the International American University in the United States of America in 2009 and was admitted as Honorary Doctorate of Management of the Lincoln University in the United States of America in February 2014. Dr. Lam has been involved in day-to-day management in the garment business since 1958.

Dr. Lam is the elder brother of Dr. Lam Kin Ngok, Peter and Mr. Lam Kin Hong, Matthew (both Executive Directors) and Ms. Lam Suk Ying, Diana (Non-executive Director). He is also the father of Ms. Lam Wai Shan, Vanessa (Executive Director and Deputy Chief Executive Officer of the Company).

The Company and Dr. Lam have entered into a service contract with no fixed term. However, in accordance with the provisions of the Articles of Association, Dr. Lam will be subject to retirement from office as a Director by rotation once every three years if re-elected at the 2017 AGM and will also be eligible for re-election at future AGMs.

Dr. Lam presently receives a monthly salary and allowance of HK$482,080 and an annual director’s fee of HK$10,000 from the Company as well as other allowances (where applicable), and such remuneration and discretionary bonus as may be determined by the Board from time to time with reference to the results of the Company, his performance, duties and responsibilities and time allocated to the Company as well as the prevailing market conditions.

Save as disclosed above, Dr. Lam has not held any directorship in any other listed public companies in the last three years and does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Dr. Lam was interested or deemed to be interested, within the meaning of Part XV of the SFO, in a total of 478,639,000 Shares (including a share option granted to him to subscribe for 900,000 Shares pursuant to the Share Option Scheme), representing approximately 50.51% of the total issued Shares. Save as aforesaid, Dr. Lam does not have any interest or short position in the shares, underlying shares and/or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Dr. Lam Kin Ngok, Peter, G.B.S , aged 60, was appointed an Executive Director in October 1987. Dr. Lam is the deputy chairman and an executive director of LSG as well as the chairman and an executive director of LSD and Media Asia Group Holdings Limited (“ MAGHL ”). Dr. Lam was the chairman and an executive director of Lai Fung (from 25 November 1993 to 31 October 2012) as well as an executive director of eSun Holdings Limited (“ eSun ”) (from 15 October 1996 to 13 February 2014). The issued shares of LSG, LSD, Lai Fung and eSun are listed and traded on the Main Board of the Stock Exchange while MAGHL’s issued shares are listed and traded on the Growth Enterprise Market of the Stock Exchange. He has extensive experience in property development and investment, hospitality as well as media and entertainment businesses. Dr. Lam holds an Honorary Doctorate from The Hong Kong Academy for Performing Arts and received the Gold Bauhinia Star awarded from the Government of the HKSAR on 1 July 2015.

Currently, Dr. Lam is the chairman of the Hong Kong Tourism Board and an ex officio member of the Hong Kong Trade Development Council. He is also a member of the 12th National Committee of the Chinese People’s Political Consultative Conference and the vice chairman of the Committee for Liaison with Hong Kong, Macau, Taiwan and Overseas Chinese. In addition, Dr. Lam is the chairman of Hong Kong Chamber of Films Limited, honorary chairman of Hong Kong Motion Picture Industry Association Limited, a director of The Real Estate Developers Association of Hong Kong, a trustee of The Better Hong Kong Foundation, a member of Friends of Hong Kong Association Limited, a director of Hong Kong-Vietnam Chamber of Commerce Limited, a non-official member of the Lantau Development Advisory Committee, a member of Aviation Development and Three-runway System Advisory Committee, an honorary chairman of Federation of HK Jiangsu Community Organisations, the chairman of Hong Kong Cultural Development Research Institute Limited and the president of Hong Kong Association of Cultural Industries Limited. On 31 August 2017, he was appointed a member of the Trade and Industry Advisory Board from 1 September 2017 to 31 December 2019.

Dr. Lam is a younger brother of Dr. Lam Kin Ming (Chairman, Executive Director and Chief Executive Officer of the Company) and Ms. Lam Suk Ying, Diana (Non-executive Director), an elder brother of Mr. Lam Kin Hong, Matthew (Executive Director), and an uncle of Ms. Lam Wai Shan, Vanessa (Executive Director and Deputy Chief Executive Officer of the Company).

Dr. Lam does not have a service contract with the Company. However, in accordance with the provisions of the Articles of Association, Dr. Lam will be subject to retirement from office as a Director by rotation once every three years if re-elected at the 2017 AGM and will also be eligible for re-election at future AGMs.

Dr. Lam presently receives an annual director’s fee of HK$10,000 from the Company and other allowances (where applicable), and such remuneration and discretionary bonus as may be determined by the Board from time to time with reference to the results of the Company, his performance, duties and responsibilities and time allocated to the Company as well as the prevailing market conditions.

– 12 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Save as disclosed above, Dr. Lam has not held any directorship in any other listed public companies in the last three years and does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Dr. Lam does not have any interest or short position in the shares, underlying shares and/or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Lam Kin Hong, Matthew, M.H. , aged 49, was appointed an Executive Director in July 1999. Mr. Lam is also an executive director of LSG and the executive deputy chairman and an executive director of Lai Fung. He graduated from University College London in the United Kingdom with a Bachelor of Science Degree and underwent his training as a lawyer with an international law firm, Messrs. Reed Smith Richards Butler. Mr. Lam is a co-founding partner and managing partner of a Hong Kong law firm, Nixon Peabody CWL and a member of The Law Society of Hong Kong and The Law Society of England and Wales.

Mr. Lam has considerable experience in property development and corporate finance in Hong Kong and Mainland China. He is the vice president cum chairman of The Hong Kong Real Property Federation Cum Yangtze River Delta Region and a standing committee member of the Chinese People’s Political Consultative Conference in Shanghai. Mr. Lam also serves as the honorary consul of the Consulate of the Republic of Estonia in Hong Kong and a Council Member of the Business Advisory Council of the United Nations Economic and Social Commission for Asia and the Pacific (ESCAP).

Mr. Lam is the younger brother of Dr. Lam Kin Ming (Chairman, Executive Director and Chief Executive Officer of the Company), Ms. Lam Suk Ying, Diana (Non-executive Director) and Dr. Lam Kin Ngok, Peter (Executive Director), and an uncle of Ms. Lam Wai Shan, Vanessa (Executive Director and Deputy Chief Executive Officer of the Company).

Mr. Lam does not have a service contract with the Company. However, in accordance with the provisions of the Articles of Association, Mr. Lam will be subject to retirement from office as a Director by rotation once every three years if re-elected at the 2017 AGM and will also be eligible for re-election at future AGMs.

Mr. Lam presently receives an annual director’s fee of HK$10,000 from the Company and other allowances (where applicable), and such remuneration and discretionary bonus as may be determined by the Board from time to time with reference to the results of the Company, his performance, duties and responsibilities and time allocated to the Company as well as the prevailing market conditions.

Save as disclosed above, Mr. Lam has not held any directorship in any other listed public companies in the last three years and does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Mr. Lam does not have any interest or short position in the shares, underlying shares and/or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

– 13 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

2. Independent Non-executive Director

Mr. Leung Shu Yin, William , aged 68, was appointed an Independent Non-executive Director as well as the chairman of both the Audit Committee and the Remuneration Committee of the Company on 1 February 2011. Mr. Leung is also an independent non-executive director of LSG, LSD and Mainland Headwear Holdings Limited. The issued shares of all the aforesaid companies are listed and traded on the Main Board of the Stock Exchange. He is a certified public accountant, a member of the Hong Kong Securities and Investment Institute and a Fellow of both the Association of Chartered Certified Accountants in the United Kingdom and the Hong Kong Institute of Certified Public Accountants. Mr. Leung is a practising director of two certified public accountants’ firms in Hong Kong.

Mr. Leung does not have a service contract with the Company. However, in accordance with the provisions of the Articles of Association, Mr. Leung will be subject to retirement from office as a Director by rotation once every three years if re-elected at the 2017 AGM and will also be eligible for re-election at future AGMs.

Mr. Leung presently receives an annual director’s fee of HK$144,000 from the Company and other allowances (where applicable), and such remuneration and discretionary bonus as may be determined by the Board from time to time with reference to the results of the Company, his performance, duties and responsibilities and time allocated to the Company as well as the prevailing market conditions.

Save as disclosed above, Mr. Leung has not held any directorship in any other listed public companies in the last three years and does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Mr. Leung does not have any interest or short position in the shares, underlying shares and/or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

In accordance with the Articles of Association, Dr. Lam Kin Ming, Dr. Lam Kin Ngok, Peter, Mr. Lam Kin Hong, Matthew and Mr. Leung Shu Yin, William will retire as Directors at the 2017 AGM and being eligible, offer themselves for re-election thereat. Save as disclosed above and other particulars of the aforesaid retiring Directors as contained in section “ Report of the Directors ” of the 2016-2017 Annual Report, there are no other matters which need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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Crocodile Garments Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 122)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the members (“ Members ”) of Crocodile Garments Limited (“ Company ”) will be held at Luxembourg Rooms I-III, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 18 December 2017 at 11:00 a.m. (“ 2017 AGM ”) for the following purposes:

1. To consider and adopt the audited financial statements of the Company for the year ended 31 July 2017 and the reports of the directors and the independent auditor thereon.

2. To re-elect the retiring directors of the Company (“ Directors ”) and to authorise the board of Directors (“ Board ”) to fix the Directors’ remuneration.

3. To re-appoint Deloitte Touche Tohmatsu, Certified Public Accountants (“ Deloitte ”), as the independent auditor of the Company for the ensuing year and to authorise the Board to fix its remuneration.

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

(A) “ THAT

• (a) subject to paragraph (b) 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 buy back shares of the Company (“ 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 by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange under the Code on Share Buy-backs issued by the SFC for this purpose, subject to and in accordance with all applicable laws in Hong Kong and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (“ Listing Rules ”) or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the total issued Shares as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this Resolution, “Relevant Period” means the period from the date of passing this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company (“ AGM ”); or

• (ii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the members of the Company (“ Members ”) in a general meeting; or

• (iii) the expiration of the period within which the next AGM is required by law or the Articles of Association of the Company (“ Articles of Association ”) to be held.”

(B) “ THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares, and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are exchangeable or convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are exchangeable or convertible into Shares) which would or might require the exercise of such power after the end of the Relevant Period;

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

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

• (ii) an issue of Shares upon the exercise of rights of subscription, exchange or conversion under the terms of any of the options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are exchangeable or convertible into Shares); or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) an issue of Shares as scrip dividends pursuant to the Articles of Association from time to time; or

• (iv) an issue of Shares under any award or option scheme or similar arrangement for the grant or issue to eligible participants under such scheme or arrangement of Shares or rights to acquire Shares,

shall not exceed 20% of the total issued Shares as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution,

“Relevant Period” means the period from the date of passing this Resolution until whichever is the earliest of:

• (i) the conclusion of the next AGM; or

• (ii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Members in a general meeting; or

• (iii) the expiration of the period within which the next AGM is required by law or the Articles of Association to be held; and

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

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NOTICE OF ANNUAL GENERAL MEETING

• (C) “ THAT subject to the passing of the Ordinary Resolutions Nos. 4(A) and 4(B) in the notice convening this meeting above, the general mandate granted to the Directors and for the time being in force to exercise all the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the addition thereto of such number of Shares which has been bought back by the Company since the granting of such general mandate pursuant to the exercise by the Directors of the powers of the Company to buy back such Shares, provided that such number of Shares shall not exceed 10% of the total issued Shares as at the date of passing this Resolution.”

By Order of the Board Crocodile Garments Limited Ko Ming Kin Chief Financial Officer and Company Secretary

Hong Kong, 17 November 2017

Notes:

• (1) A form of proxy for use at the 2017 AGM or its adjournment (as the case may be) is enclosed with the Company’s Annual Report for the year ended 31 July 2017 (“ Annual Report ”) and is also available on the respective websites of the Company and the Stock Exchange. A Member entitled to attend and vote at the 2017 AGM convened by the above notice (“ Notice ”) or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend the 2017 AGM and, on a poll, vote on his/her/its behalf in accordance with the Articles of Association. A proxy need not be a Member.

• (2) To be valid, a form of proxy, duly signed and completed together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), must be lodged with the Company’s share registrar, Tricor Tengis Limited (“ Registrar ”), at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the 2017 AGM or its adjourned meeting (as the case may be) and in default, the proxy will not be treated as valid. Completion and return of the form of proxy shall not preclude Members from attending in person and voting at the 2017 AGM or its adjourned meeting (as the case may be) should they so wish. In that case, the said form(s) of proxy shall be deemed to be revoked.

The contact phone number of the Registrar is (852) 2980 1333.

• (3) To ascertain the entitlements to attend and vote at the 2017 AGM, Members must lodge the relevant transfer document(s) and share certificate(s) at the office of the Registrar not later than 4:30 p.m. on Tuesday, 12 December 2017 for registration.

• (4) Where there are joint registered holders of any Share, any one of such joint holders may attend and vote at the 2017 AGM or its adjourned meeting (as the case may be), either in person or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto. However, if more than one of such joint holders are present at the 2017 AGM or its adjourned meeting (as the case may be) personally or by proxy, then one of such holders so present whose name stands first in the Register of Members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

• (5) Concerning agenda item 2 of the Notice,

• (i) in accordance with Article 100 of the Articles of Association, Dr. Lam Kin Ming, Dr. Lam Kin Ngok, Peter and Mr. Lam Kin Hong, Matthew (all Executive Directors) and Mr. Leung Shu Yin, William (an Independent Non-executive Director) will retire from office as Directors by rotation at the 2017 AGM and, being eligible, offers themselves for re-election; and

• (ii) in accordance with Rule 13.74 of the Listing Rules, the requisite details of the aforesaid Directors are set out in the section headed “Biographical Details of Directors and Senior Management” of the Report of the Directors of the Annual Report and Appendix II to the circular of the Company date 17 November 2017 which will be despatched to Members together with the Annual Report (“ Circular ”).

• (6) Concerning agenda item 3 of the Notice, the Board (which concurs with the Audit Committee of the Company) has recommended that subject to the approval of Members at the 2017 AGM, Deloitte will be re-appointed the independent auditor of the Company for the year ending 31 July 2018 (“ Year 2018 ”). Members should note that in practice, independent auditor’s remuneration for the Year 2018 cannot be fixed at the 2017 AGM because such remuneration varies by reference to the scope and extent of the audit and other works which the independent auditor is being called upon to undertake in any given year. To enable the Company to charge the amount of such independent auditor’s remuneration as operating expenses for the Year 2018, Members’ approval to delegate the authority to the Board to fix the independent auditor’s remuneration for the Year 2018 is required, and is hereby sought, at the 2017 AGM.

• (7) Details concerning agenda items 4(A), 4(B) and 4(C) of the Notice are set out in the Circular.

• (8) In compliance with Rule 13.39(4) of the Listing Rules, voting on all resolutions proposed in the Notice shall be decided by way of a poll at the 2017 AGM.

• (9) If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a “black” rainstorm warning signal is expected to be in force at any time after 9:00 a.m. on the date of the 2017 AGM, the 2017 AGM will be postponed. The Company will post an announcement on the respective websites of the Company (www.crocodile.com.hk) and the Stock Exchange (www.hkexnews.hk) to notify Members of the date, time and venue of the rescheduled 2017 AGM.

If a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning signal is lowered or cancelled at or before 9:00 a.m. on the date of the 2017 AGM and where conditions permit, the 2017 AGM will be held as scheduled. The 2017 AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

Having considered their own situations, Members should decide on their own whether they would attend the 2017 AGM under a bad weather condition and if they do so, they are advised to exercise care and caution.

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