Melco International Development Limited — AGM Information 2021

Nov 18, 2021

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.

==> picture [143 x 49] intentionally omitted <==

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 same 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 2021 AGM to be held at Montparnasse Rooms I-IV, 2/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 20 December 2021 at 11:00 a.m. is set out on pages 13 to 17 of this circular. The subject matter of this circular relates only to the Ordinary Resolution nos. 2 and 4, the text of which is contained in the Notice of 2021 AGM.

Shareholders are advised to read the Notice of 2021 AGM and if you are not able to attend 2021 AGM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time fixed for holding 2021 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 2021 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.

In light of the epidemic situation of the novel coronavirus (COVID-19), certain measures will be implemented at 2021 AGM or its adjourned meeting (as the case may be) with a view to reducing the risk to attendees of infection, including the following:

• (i) all attendees will be required to undergo body temperature check;

• (ii) all attendees will be required to complete a health declaration form (a copy of the form is enclosed with this circular), which may be used for contact tracing, if required and comply with the entry requirements of the venue of 2021 AGM prior to entry into the venue of 2021 AGM;

• (iii) any attendees who are subject to health quarantine prescribed by the Government of Hong Kong will not be admitted to the venue of 2021 AGM;

• (iv) all attendees will be required to wear surgical face masks throughout 2021 AGM;

• (v) each attendee will be assigned a designated seat at the time of registration to ensure social distancing;

• (vi) any person who does not comply with the measures above may be denied entry into, or be required to leave, the venue of 2021 AGM; and

• (vii) no refreshments or beverages will be provided, and there will be no corporate gifts.

The Company reminds Shareholders that they should carefully consider the risks of attending 2021 AGM, taking into account their own personal circumstances. The Company would like to remind Shareholders that physical attendance in person at 2021 AGM is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of 2021 AGM as their proxy and submit their form of proxy as early as possible. In light of the risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend 2021 AGM in person .

The Company will keep the evolving COVID-19 situation and the associated legal restrictions on public gathering under constant review and may implement additional measures, which will be announced closer to the date of 2021 AGM.

19 November 2021

TABLE OF CONTENTS

		Page
DEFINITIONS....................................................................................................................		1
LETTER	FROM THE BOARD
1.	Introduction .......................................................................................................	3
2.	Proposed Granting of Buy Back Mandate and Issue Mandate ..........................	4
3.	Re-election of the Retiring Directors ................................................................	4
4.	2021 AGM ........................................................................................................	5
5.	Voting by Way of Poll ......................................................................................	5
6.	Recommendation ..............................................................................................	6
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.............................................................	13

ACCOMPANYING DOCUMENTS: FORM OF PROXY HEALTH DECLARATION FORM

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

– i –

DEFINITIONS

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

“2020-2021 Annual Report”

annual report of the Company for the year ended 31 July 2021;

• “2020 AGM” the AGM held on 14 December 2020;

“2021 AGM” the AGM to be convened and held at Montparnasse Rooms I-IV, 2/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 20 December 2021 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 2021 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 (鱷魚恤有限公司), 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;

• “COVID-19” the Coronavirus Disease 2019;

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

– 1 –

DEFINITIONS

• “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;

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at 2021 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” 15 November 2021, 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 2021 AGM” the notice convening the 2021 AGM is contained in this circular;

“Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the Notice of 2021 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) of the Company;

• “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;

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

• “Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs issued by the SFC as amended from time to time; and

• “%” per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [143 x 48] intentionally omitted <==

Crocodile Garments Limited

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

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

Non-executive Directors: Mr. Chow Bing Chiu Ms. Lam Suk Ying, Diana

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

Principal Place of Business: 25th Floor, Crocodile Center 79 Hoi Yuen Road Kwun Tong Kowloon, Hong Kong

Independent Non-executive Directors:

Mr. Leung Shu Yin, William (Deputy Chairman) Mr. Fung Cheuk Nang, Clement

19 November 2021

To the Shareholders

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 2021 AGM.

– 3 –

LETTER FROM THE BOARD

2. Proposed Granting of Buy Back Mandate and Issue Mandate

At 2020 AGM, 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 2020 AGM; (ii) to allot, issue and deal with additional Shares not exceeding 20% of the total issued Shares as at the date of 2020 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 2021 AGM unless renewed at that meeting. To keep in line with the current corporate practice, resolutions will be proposed at 2021 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 Resolution nos. (A), (B) and (C) under agenda item 4 of Notice of 2021 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.

As at the Latest Practicable Date, the total number of issued Shares was 947,543,695. Assuming that there is no buy back of Shares or no issue of Shares from the Latest Practicable Date up to the date of 2021 AGM, up to a maximum of 94,754,369 Shares representing 10% of the total issued Shares may be bought back by the Company under the Buy Back Mandate; and up to a maximum of 189,508,739 Shares representing 20% of the total issued Shares may be issued under the Issue Mandate.

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, Ms. Lam Wai Shan, Vanessa (an Executive Director) will retire from office as Director by rotation at 2021 AGM and, being eligible, offer herself for re-election.

In accordance with Article 94 of the Articles of Association, Mr. Fung Cheuk Nang, Clement, who was appointed by the Board as an independent non-executive Director (“ INED ”) with effect from 29 March 2021, will retire at 2021 AGM and, being eligible, offer himself for re-election.

Details of the retiring Directors proposed for re-election at 2021 AGM required to be disclosed under Rule 13.51(2) of the Listing Rules are set out in Appendix II to this circular.

– 4 –

LETTER FROM THE BOARD

4. 2021 AGM

The 2021 AGM will be held at Montparnasse Rooms I-IV, 2/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 20 December 2021 at 11:00 a.m. The Notice of 2021 AGM is set out on pages 13 to 17 of this circular. The resolutions in relation to, among other things, the proposed granting of Buy Back Mandate, Issue Mandate and extension of the Issue Mandate as well as the re-election of the retiring Directors will be proposed at 2021 AGM for approval by the Shareholders.

Shareholders are advised to read the Notice of 2021 AGM and if you are not able to attend 2021 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 accompanying form of proxy (also published on both the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.crocodile.com.hk) in accordance with the instructions printed thereon and deposit the same with the Company’s share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time fixed for holding 2021 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 2021 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.

The Company will implement certain preventive and control measures in view of the recent development relating to the COVID-19 pandemic. Please refer to notes (10) – (12) under the Notice of 2021 AGM.

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 Ordinary Resolutions.

5. Voting by Way of Poll

In compliance with Rule 13.39(4) of the Listing Rules, save for resolutions which relate purely to a procedural or administrative matter to be voted by a show of hands, any vote of the Shareholders at a general meeting of the Company must be taken by poll. Accordingly, the Ordinary Resolutions will be taken by way of a poll by the Shareholders.

Article 80 of the Articles of Association provides that on a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder 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 2021 AGM. Tricor Tengis Limited, the Company’s share registrar, 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 Stock Exchange at www.hkexnews.hk and the Company at www.crocodile.com.hk shortly after the conclusion of 2021 AGM pursuant to Rule 13.39(5) of the Listing Rules.

– 5 –

LETTER FROM THE BOARD

6. Recommendation

The Directors are of the opinion that the proposed granting of the Buy Back Mandate, the Issue Mandate and extension of the Issue Mandate as well as the re-election of the retiring Directors (details of which are set out in the Notice of 2021 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 Ordinary Resolutions.

7. General Information

Your attention is drawn to the additional information set out in the appendices to this circular and the Notice of 2021 AGM.

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 Crocodile Garments Limited Lam Wai Shan, Vanessa Chairman, Executive Director and Chief Executive Officer

– 6 –

EXPLANATORY STATEMENT ON BUY BACK MANDATE

APPENDIX I

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 2021 AGM.

1. Issued Shares

As at the Latest Practicable Date, there were a total of 947,543,695 Shares in issue and there was no outstanding share option granted under the Share Option Scheme.

Subject to the passing of the proposed ordinary resolution granting of the Buy Back Mandate and on the basis that no Shares will be issued or bought back by the Company prior to the date of 2021 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) which could be 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 Company (as compared with the position disclosed in the published audited consolidated financial statements of the Company for the year ended 31 July 2021) 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 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 is, in the opinion of the Directors, appropriate for the Company from time to time.

– 7 –

EXPLANATORY STATEMENT ON BUY BACK MANDATE

APPENDIX I

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$
2020
November	0.345	0.305
December	0.365	0.315
2021
January	0.435	0.315
February	0.430	0.340
March	0.420	0.365
April	0.390	0.355
May	0.385	0.360
June	0.480	0.345
July	0.610	0.390
August	0.540	0.405
September	0.480	0.400
October	0.440	0.400
November (up to the Latest Practicable Date)	0.445	0.405

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 –

EXPLANATORY STATEMENT ON BUY BACK MANDATE

APPENDIX I

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 Buy-backs 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
			Number of	percentage of
		Nature of	issued Shares	total issued
Name	Capacity	interests	held	Shares
				(Note 1)
Rich Promise Limited	Benefcial owner	Corporate	472,200,000	49.83%
(“RPL”)			(Note 3)
Lam Kin Ming	Benefcial owner	Personal and	491,203,000	51.84%
(“Dr. KM Lam”) (Note 2)	and owner of	corporate	(Notes 3)
	controlled
	corporation

Notes:

1. The total number of issued Shares as at the Latest Practicable Date (that is, 947,543,695 Shares) has been used for the calculation of the approximate percentage.

2. Dr. KM Lam deceased on 8 January 2021. Mr. Chow Bing Chiu (non-executive Director) acts as the executor and trustee of the late Dr. KM Lam.

3. The late Dr. KM Lam (the then 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.

The late Dr. KM Lam was personally interested in 19,003,000 Shares.

– 9 –

EXPLANATORY STATEMENT ON BUY BACK MANDATE

APPENDIX I

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 other scheme or otherwise, the aggregate beneficial shareholding interest and deemed shareholding interest of RPL and the late Dr. KM Lam in the Company (for illustration) will be as follows:

	Approximate percentage
Name	of total issued Shares
Rich Promise Limited	55.37%
Lam Kin Ming	57.60%

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 change in the issued 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 might 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. However, the Directors have no present intention to exercise the Buy Back Mandate to such an extent as would result in a public shareholding of less than such prescribed minimum percentage.

– 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 2021 AGM:

1. Executive Director

Ms. Lam Wai Shan , Vanessa , M.H. , aged 50, is the chairman (“ Chairman ”), executive Director (“ Executive Director ”) and chief executive officer (“ Chief Executive Officer ”) of the Company. She has been appointed an Executive Director in February 2006, and was appointed the Chairman and the Chief Executive Officer in January 2021 and is currently a member of the executive committee of the Company. In addition, Ms. Lam was appointed as a director of RPL in January 2021. She holds a Bachelor of Arts Degree from Scripps College in California, United States of America and graduated from the Fashion Institute of Design and Merchandising in Los Angeles. Ms. Lam has over 23 years of experience in the retail industry. Prior to joining the Group in March 1998 as Vice-President, she worked for two famous London-based design houses, namely Alexander McQueen and Julien MacDonald. Ms. Lam has received numerous awards for her work in the industry and charity work and received the Medal of Honour awarded from the Government of Hong Kong in July 2016.

Ms. Lam is currently a member of Advisory Board of Yan Chai Hospital and was the chairman of its board of directors (2015-2016). She was a member of Guangdong Provincial Committee of the Chinese People’s Political Consultative Conference (“ CPPCC ”) and Beijing Haidian Qu Committee of the CPPCC.

Ms. Lam is the eldest daughter of the late Dr. KM Lam and a niece of Ms. Lam Suk Ying, Diana (non-executive Director), Dr. Lam Kin Ngok, Peter and Mr. Lam Kin Hong, Matthew (both Executive Directors).

Ms. Lam and the Company have entered into a service contract with no fixed term. However, in accordance with the provisions of the Articles of Association, Ms. Lam will be subject to retirement from office as a Director by rotation once every three years if re-elected at 2021 AGM and will also be eligible for re-election at future AGMs.

Ms. Lam presently receives a monthly salary and allowance of HK$249,100 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, her performance, duties and responsibilities and time allocated to the Company as well as the prevailing market conditions.

Save as disclosed above, Ms. 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 Latest Practicable Date, except for her personal and deemed interests in 7,032,500 Shares (representing about 0.74% of the total issued Shares), Ms. 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.

– 11 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

2. Independent Non-executive Director

Mr. Fung Cheuk Nang , Clement , M.H. , aged 44, was appointed an INED and a member of each of the audit committee and the remuneration committee of the Company on 29 March 2021. Mr. Fung has extensive management experience in development and manufacturing of consumer products. He holds positions in various charitable and social organisations. Mr. Fung is currently the observer of the Independent Police Complaints Council, a member of each of the Hong Kong Council on Smoking and Health and Hospital Governing Committee (North District Hospital) of Hospital Authority, a member of Advisory Board of Yan Chai Hospital and was the chairman of its board of directors (2018-2019). He is currently an independent non-executive director of Hi-Level Technology Holdings Limited (the issued shares of which are listed and traded on GEM of the Stock Exchange). Mr. Fung is also a director of Smarthome Technology Limited and Smarthome Products Limited, both of which are privately-owned consumer electronics companies in Hong Kong. He received the Medal of Honour awarded from the Government of Hong Kong in July 2019.

Mr. Fung and the Company have entered into a service contract with no fixed term but such contract is determinable by either Mr. Fung or the Company serving the other party not less than three months’ written notice or payment in lieu thereof. In accordance with the provisions of the Articles of Association, Mr. Fung will be subject to retirement from office as a Director by rotation once every three years if re-elected at 2021 AGM and will also be eligible for re-election at future AGMs.

Mr. Fung presently receives an annual director’s fee of HK$144,000 from the Company and other allowance (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. Fung 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 Latest Practicable Date, Mr. Fung 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, Ms. Lam and Mr. Fung will retire as Directors at 2021 AGM, and being eligible, offer themselves for re-election thereat. Save as disclosed above, 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.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [143 x 48] intentionally omitted <==

Crocodile Garments Limited

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

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the members (“ Members ”) of Crocodile Garments Limited (“ Company ”) will be held at Montparnasse Rooms I-IV, 2/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 20 December 2021 at 11:00 a.m. (“ 2021 AGM ”) for the following purposes:

1. To consider and adopt the audited financial statements of the Company for the year ended 31 July 2021 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 SHINEWING (HK) CPA Limited, Certified Public Accountants (“ SHINEWING ”), as the independent auditor of the Company for the ensuing year and to authorise the Board to fix their 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 (“ Ordinary Resolutions ”):

5. (A) “ THAT

   • (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back the ordinary 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 which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange 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 of any other stock exchange (as applicable) 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

– 13 –

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 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 powers 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 powers 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

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

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (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;

• (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 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).”

• (C) “ THAT subject to the passing of the Ordinary Resolutions Nos. (A) and (B) set out in agenda item 4 contained in the notice convening this meeting, 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, 19 November 2021

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) A Member entitled to attend and vote at 2021 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 2021 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. A form of proxy for use at 2021 AGM or its adjournment (as the case may be) is enclosed with the Company’s circular dated 19 November 2021 (“ Circular ”) and is also available on the respective websites of the Stock Exchange and the Company.

• (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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding 2021 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 and voting in person at 2021 AGM or its adjourned meeting (as the case may be) should they so wish. In that event, 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 2021 AGM, Members must lodge the relevant transfer document(s) and share certificate(s) at the Registrar’s office not later than 4:30 p.m. on Tuesday, 14 December 2021 for registration.

• (4) Where there are joint registered holders of any Shares, any one of such joint holders may attend and vote at 2021 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; but if more than one of such joint holders are present at 2021 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 in respect of such Shares shall alone be entitled to vote in respect thereof.

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

• (i) in accordance with Article 100 of the Articles of Association, Ms. Lam Wai Shan, Vanessa (an Executive Director) will retire from office as Director by rotation at 2021 AGM and, being eligible, offers herself for re-election;

• (ii) in accordance with Article 94 of the Articles of Association, Mr. Fung Cheuk Nang, Clement (an Independent Non-executive Director) will retire at 2021 AGM and, being eligible, offers himself for re-election; and

• (iii) in accordance with Rule 13.74 of the Listing Rules, the requisite details of the above retiring Directors are set out in Appendix II to the 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 the Members at 2021 AGM, SHINEWING will be re-appointed the independent auditor of the Company for the year ending 31 July 2022 (“ Year 2022 ”). Members should note that in practice, independent auditor’s remuneration for the Year 2022 cannot be fixed at 2021 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 determine the amount of such independent auditor’s remuneration charged as operating expenses for the Year 2022, Members’ approval to delegate the authority to the Board to fix the independent auditor’s remuneration for the Year 2022 is required, and is hereby sought, at 2021 AGM.

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

• (7) Details concerning the Ordinary Resolution nos. (A), (B) and (C) under agenda item 4 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 2021 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 2021 AGM, 2021 AGM will be postponed. The Company will post an announcement on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.crocodile.com.hk) to notify Members of the date, time and venue of the rescheduled 2021 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 2021 AGM and where conditions permit, 2021 AGM will be held as scheduled. 2021 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 2021 AGM under a bad weather condition and if they do so, they are advised to exercise care and caution.

• (10) In light of the epidemic situation of the novel coronavirus (COVID-19), certain measures will be implemented at 2021 AGM or its adjourned meeting (as the case may be) with a view to reducing the risk to attendees of infection, including the following:

• (i) all attendees will be required to undergo body temperature check;

• (ii) all attendees will be required to complete a health declaration form (a copy of the form is enclosed with the Circular), which may be used for contact tracing, if required, and comply with the entry requirements of the venue of 2021 AGM prior to entry to the venue of 2021 AGM;

• (iii) any attendees who are subject to health quarantine prescribed by the Government of the Hong Kong Special Administrative Region of the People’s Republic of China will not be admitted to the venue of 2021 AGM;

• (iv) all attendees will be required to wear surgical face masks throughout 2021 AGM;

• (v) each attendee will be assigned a designated seat at the time of registration to ensure social distancing;

• (vi) any person who does not comply with the measures above may be denied entry into, or be required to leave, the venue of 2021 AGM; and

• (vii) no refreshments or beverages will be provided, and there will be no corporate gifts.

• (11) The Company reminds Members that they should carefully consider the risks of attending 2021 AGM, taking into account their own personal circumstances. The Company would like to remind Members that physical attendance in person at 2021 AGM is not necessary for the purpose of exercising their voting rights and strongly recommends that Members appoint the Chairman of 2021 AGM as their proxy and submit their form of proxy as early as possible. In light of the risks posed by the COVID-19 pandemic, the Company strongly encourages Members NOT to attend 2021 AGM in person .

• (12) The Company will keep the evolving COVID-19 situation and the associated legal restrictions on public gatherings under constant review and may implement additional measures, which will be announced closer to the date of 2021 AGM.

– 17 –