Melco International Development Limited — Proxy Solicitation & Information Statement 2024

Oct 3, 2024

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; 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 4 to 8 of this circular.

The notice convening 2024 AGM to be held at The Garden Rooms, 2/F., The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 30 October 2024 at 11:30 a.m. is set out on pages 17 to 22 of this circular.

Shareholders are advised to read the Notice of 2024 AGM and if you are not able to attend 2024 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 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible, but in any event not less than 48 hours before the time fixed for holding 2024 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 2024 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.

4 October 2024

TABLE OF CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed Granting of Buy Back Mandate and Issue Mandate . . . . . . . . . . . . . . .	5
3. Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4. 2024 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5. Voting by Way of Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – EXPLANATORY STATEMENT
ON BUY BACK MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II – DETAILS OF THE RETIRING DIRECTORS
FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
ACCOMPANYING DOCUMENT: FORM OF PROXY

This circular in both English and Chinese is 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:

“2023 AGM”

the AGM held on 13 December 2023;

• “2024 AGM”

the AGM to be convened and held at The Garden Rooms, 2/F., The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 30 October 2024 at 11:30 a.m. or at any adjournment thereof;

• “AGM(s)”

annual general meeting(s) 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 2024 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;

– 1 –

DEFINITIONS

“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; “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 2024 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” 27 September 2024, 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 2024 AGM” the notice convening 2024 AGM is contained in this circular;

• “Ordinary Resolutions” the proposed ordinary resolutions as referred to in the Notice of 2024 AGM;

• “SFC”

the Securities and Futures Commission in Hong Kong;

• “SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

– 2 –

DEFINITIONS

“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; “Treasury Share(s)” has the meaning ascribed to it under Rule 1.01 of the Listing Rules; and “%” per cent.

– 3 –

LETTER FROM THE BOARD

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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) Mr. Lam Kin Hong, Matthew

Registered Office:

25th Floor, Crocodile Center 79 Hoi Yuen Road Kwun Tong Kowloon, Hong Kong

Non-executive Directors:

Mr. Chow Bing Chiu Ms. Lam Suk Ying, Diana Mr. Lam Howard

Independent Non-executive Directors:

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

Mr. Woo King Hang

4 October 2024

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES; 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 proposal for the Buy Back Mandate; (ii) the proposal for the Issue Mandate; and (iii) 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 2024 AGM.

– 4 –

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF BUY BACK MANDATE AND ISSUE MANDATE

At 2023 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 2023 AGM; (ii) to allot, issue and deal with additional Shares not exceeding 20% of the total issued Shares as at the date of 2023 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 2024 AGM unless renewed at that meeting. To keep in line with the current corporate practice, resolutions will be proposed at 2024 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 3 of Notice of 2024 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 1,421,315,542. Assuming that there is no buy back of Shares or no issue of Shares from the Latest Practicable Date up to the date of 2024 AGM, the maximum number of Shares that may be bought back under the proposal for Buy Back Mandate (representing 10% of the total issued Shares as of the date of 2024 AGM), the maximum number of Shares that may be issued, allotted and dealt with under the proposal for Issue Mandate (representing 20% of the total issued Shares as of the date of 2024 AGM), and the maximum number of Shares that may be further issued, allotted and dealt with under the extension of Issue Mandate, are expected to be as follows:

No buy back of Shares or no issue of Shares from the Latest Practicable Date up to the date of 2024 AGM

			Maximum number
	Maximum number	Maximum number	of issued Shares
	of Shares that may	of Shares that may	that may be further
Total number of	be bought back	be issued, allotted	issued, allotted and
Shares in issue as	under the proposal	and dealt with	dealt with under
of the date of	for Buy Back	under the proposal	the extension of
2024 AGM	Mandate	for Issue Mandate	Issue Mandate
1,421,315,542	142,131,554	284,263,108	142,131,554

– 5 –

LETTER FROM THE BOARD

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 (Chairman, Executive Director and Chief Executive Officer) and Mr. Fung Cheuk Nang, Clement (Independent Non-executive Director) are due to retire from office as Directors at 2024 AGM.

Ms. Lam Wai Shan, Vanessa and Mr. Fung Cheuk Nang, Clement who shall retire at 2024 AGM (together “Retiring Directors”) and, being eligible, offer themselves for re-election thereat.

Details of the Retiring Directors proposed for re-election at 2024 AGM required to be disclosed under Rules 13.51(2) and 13.74 of the Listing Rules are set out in Appendix II to this circular.

4. 2024 AGM

The 2024 AGM will be held at The Garden Rooms, 2/F., The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 30 October 2024 at 11:30 a.m. The Notice of 2024 AGM is set out on pages 17 to 22 of this circular. The resolutions in relation to, among other things, the granting of Buy Back Mandate, Issue Mandate and extension of the Issue Mandate and the re-election of the Retiring Directors will be proposed at 2024 AGM for approval by the Shareholders.

Shareholders are advised to read the Notice of 2024 AGM and if you are not able to attend 2024 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 website of the Stock Exchange at www.hkexnews.hk and the website of 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 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible, but in any event not less than 48 hours before the time fixed for holding 2024 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 2024 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 Ordinary Resolutions.

– 6 –

LETTER FROM THE BOARD

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 2024 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 website of the Stock Exchange at www.hkexnews.hk and the website of Company at www.crocodile.com.hk shortly after the conclusion of 2024 AGM pursuant to Rule 13.39(5) of the Listing Rules.

6. RECOMMENDATION

The Directors are of the opinion that the proposed resolutions set out in the Notice of 2024 AGM on pages 17 to 22 in this circular are in the best interests of the Company and the Shareholders as a whole.

With reference to the Company’s announcement of “Change of Financial Year End Date” dated 27 March 2024, the financial year end date of the Company has been changed from 31 July to 31 December. Accordingly, the forthcoming financial year end date of the Company will be 31 December 2024, and therefore no audited financial statements of the Company for the 12 months period ended 31 July 2024 had yet been prepared for laying before the Company at 2024 AGM. The Directors consider that it will be in the best interests of the Company and the Shareholders as a whole to adjourn the part of 2024 AGM for receiving and adopting the audited financial statements of the Company and reports of the directors and the independent auditor for the 17 months ending 31 December 2024 to a date no later than 30 June 2025 to be determined by the Board.

The Directors recommend all Shareholders to vote in favour of all the Ordinary Resolutions at 2024 AGM.

– 7 –

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 2024 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

– 8 –

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 2024 AGM.

1. ISSUED SHARES

As at the Latest Practicable Date, there were a total of 1,421,315,542 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 2024 AGM, exercise in full of the Buy Back Mandate would result in up to a maximum of 142,131,554 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).

It is intended that the Company will cancel any shares it repurchased following the settlement of any such repurchase. The Company did not hold any Treasury Shares during the period and at the Latest Practicable Date.

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.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT ON BUY BACK MANDATE

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 2023) 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.

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$
2023
September	0.169	0.145
October	0.162	0.141
November	0.152	0.135
December	0.145	0.125
2024
January	0.143	0.125
February	0.138	0.125
March	0.142	0.120
April	0.138	0.115
May	0.135	0.115
June	0.130	0.110
July	0.118	0.096
August	0.105	0.085
September (up to and including the Latest
Practicable Date)	0.094	0.078

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.

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON BUY BACK MANDATE

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.

The Directors confirmed that neither this explanatory statement nor the Buy Back Mandate has unusual features.

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.

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON BUY BACK MANDATE

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 set out below:

				Approximate
				percentage of
		Nature of	Number of	total issued
Name	Capacity	interest	Share held	Share(Note 1)
Honorman Limited	Beneficial owner and	Corporate	736,804,500	51.84%
(“Honorman”)	interest in controlled		(Note 2)
	corporation
Rich Promise Limited	Beneficial owner	Corporate	708,300,000	49.83%
(“Rich Promise”)			(Note 2)
Lam Wai Shan, Vanessa	Beneficial owner and	Personal and	766,088,902	53.90%
(“Ms. Vanessa Lam”)	interest in controlled	corporate	(Notes 2 and 3)
	corporations
Lam Howard	Interest in controlled	Corporate	736,804,500	51.84%
(“Mr. Howard Lam”)	corporations		(Notes 2 and 4)

Notes:

1. The total number of issued Shares as at the Latest Practicable Date was (that is 1,421,315,542 Shares) has been used for the calculation of the approximate percentage.

2. Honorman was interested in 28,504,500 Shares directly and was deemed to be interested in 708,300,000 Shares indirectly held through its 100% owned subsidiary Rich Promise.

3. Ms. Vanessa Lam (Chairman, Executive Director and Chief Executive Officer) was personally interested in 27,034,402 and was deemed to be interested in 739,054,500 Shares held through the corporations controlled by her, namely Honorman, Rich Promise and Novel Voyage Development Limited.

4. Mr. Howard Lam was deemed to be interested in 736,804,500 Shares held through the corporations controlled by him, namely Honorman and Rich Promise.

– 12 –

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 other scheme or otherwise prior to the date of 2024 AGM the aggregate beneficial shareholding interest and deemed shareholding interest of the aforesaid controlling shareholders (for illustration) will be as follows:

	Approximate
	percentage
	of total
Name	issued Shares
Honorman	57.60%
Rich Promise	55.37%
Ms. Vanessa Lam	59.89%
Mr. Howard Lam	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 at the Latest Practicable Date and no further Shares would be issued 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.

– 13 –

DETAILS OF THE RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX II

The following are the particulars of the Retiring Directors proposed to be re-elected at 2024 AGM:

Ms. Lam Wai Shan, Vanessa, M.H.

Aged 52, is the Chairman of the Board (“Chairman”), Executive Director and chief executive officer of the Company (“Chief Executive Officer”/“CEO”). She has been appointed an Executive Director in February 2006, and was appointed the Chairman and the Chief Executive Officer in January 2021. She is the chairman of the executive committee and the nomination committee of the Company (“Nomination Committee”) and a member of the remuneration committee of the Company (“Remuneration Committee”). Ms. Lam holds directorships in a number of the subsidiaries of the Company. She holds a Bachelor of Arts Degree from Scripps College in California, United States of America (“USA”) and graduated from the Fashion Institute of Design and Merchandising in Los Angeles. Ms. Lam has over 26 years of experience in the fashion 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 the Hong Kong Special Administrative Region of the People’s Republic of China on 1 July 2016.

Ms. Lam is currently a member of Advisory Board of Yan Chai Hospital and was the chairman of its board of Directors during 2015 to 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.

At the Latest Practicable Date and within the meaning of Part XV of the SFO, Ms. Lam was interested and deemed to be interested in 766,088,902 Shares, representing approximately 53.90% of the total issued Shares. She was personally interested in 27,034,402 Shares and was deemed to be interested in 739,054,500 Shares held through the corporations namely Honorman, Rich Promise and Novel Voyage Development Limited controlled by her. Honorman and Rich Promise are substantial shareholders and associated corporations of the Company (as defined under the Listing Rules). Honorman is owned as to 51% by Ms. Lam. Rich Promise was owned as to 100% by Honorman. Therefore, Rich Promise is owned as to 51% by Ms. Lam. Ms. Lam is a director of both Rich Promise and Honorman.

She is a niece of Ms. Lam Suk Ying, Diana (Non-executive Director) and Mr. Lam Kin Hong, Matthew (Executive Director). She is also an elder sister of Mr. Lam Howard (Non-executive Director), a substantial shareholder of the Company.

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 2024 AGM and will also be eligible for re-election at future AGMs.

– 14 –

APPENDIX II DETAILS OF THE RETIRING DIRECTORS FOR RE-ELECTION

Ms. Lam presently receives an annual director’s fee of HK$10,000 and a monthly salary and allowance of HK$340,250 for her role as CEO from the Company. She is entiltled to receive discretionary bonus as may be determined by the Remuneration Committee of the Company and endorsed by Board with reference to her performance, duties and responsibilities.

Ms. Lam did not hold any directorship in other listed public companies in the last three years.

Save as information disclosed above, there are no other matters relating to Ms. Lam’s re-election which need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements under 13.51(2) of the Listing Rules

Mr. Fung Cheuk Nang, Clement, M.H.

Aged 47, was appointed an Independent Non-executive Director in March 2021. He is a member of each of the Remuneration Committee, the Nomination Committee and the Audit Committee of the Company. 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 a member of each of the Hong Kong Council on Smoking and Health and Hospital Governing Committee (North District Hospital) of Hospital Authority. He is a member of Advisory Board of Yan Chai Hospital and was the chairman of its board of directors during 2018 to 2019. He is currently an independent non-executive director of V & V Technology Holdings Limited (formerly known as 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 2024 AGM and will also be eligible for re-election at future AGMs.

Mr. Fung presently receives an annual director’s fee of HK$156,000 from the Company and other allowance (where applicable) from the Company. Such fee may be determined by the Board with reference to his duties and responsibilities.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS FOR RE-ELECTION

Save as disclosed above, Mr. Fung did not hold 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.

Save as information disclosed above, there are no other matters relating to Mr. Fung’s re-election which need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules.

With reference to the factors under the Director’s Nomination Policy and Board Diversity Policy of the Company, the Nomination Committee has reviewed, nominated, and recommended Ms. Lam and Mr. Fung for re-election at 2024 AGM to the Board.

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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 IS HEREBY GIVEN THAT the annual general meeting of the members (“ Members ”) of Crocodile Garments Limited (“ Company ”) will be held at The Garden Rooms, 2/F., The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 30 October 2024 at 11:30 a.m. (“ 2024 AGM ”) for the following purposes:

Ordinary Business

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

2. To re-appoint Ernst & Young (“ EY ”) as the independent auditor of the Company and to authorise the Board to fix their remuneration.

Special Business

To consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions of the Company:

1. (A) “ THAT :

2. (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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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

• (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

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NOTICE OF ANNUAL GENERAL MEETING

• (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

• (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 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. (A) and (B) set out in agenda item 3 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.”

• After the above resolutions have been duly considered and voted, to authorise the Chairman to adjourn 2024 AGM for a period to a date no later than 30 June 2025 to be determined by the Board to receive and adopt the audited financial statements of the Company and reports of the directors and the independent auditor for the 17 months ending 31 December 2024.

By order of the Board Crocodile Garments Limited Lam Wai Shan, Vanessa Chairman, Executive Director and Chief Executive Officer

Hong Kong, 4 October 2024

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) A Member entitled to attend and vote at 2024 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 2024 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 2024 AGM or its adjournment (as the case may be) is enclosed with the Company’s circular dated 4 October 2024 (“ 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 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding 2024 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 2024 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) The Register of Members of the Company will be closed from Friday, 25 October 2024 to Wednesday, 30 October 2024 (both days inclusive) for ascertaining the entitlements to attend and vote at 2024 AGM during which period no transfer of Shares will be registered. 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 Thursday, 24 October 2024 for registration.

• (4) Where there are joint registered holders of any Shares, any one of such joint holders may attend and vote at 2024 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 2024 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 1 of the Notice,

• (i) in accordance with Article 100 of the Articles of Association, Ms. Lam Wai Shan, Vanessa and Mr. Fung Cheuk Nang, Clement are due to retire from office as Directors at 2024 AGM.

• (ii) Ms. Lam Wai Shan, Vanessa and Mr. Fung Cheuk Nang, Clement who shall retire at 2024 AGM (together “ Retiring Directors ”) and, being eligible, offer themselves for re-election thereat.

• (iii) in accordance with Rules 13.51(2) and 13.74 of the Listing Rules, the requisite details of the Retiring Directors are set out in Appendix II to the Circular.

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NOTICE OF ANNUAL GENERAL MEETING

• (6) Concerning agenda item 2 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 2024 AGM, EY will be re-appointed as independent auditor of the Company and to authorise the Board to fix their remuneration.

• (7) Details concerning the Ordinary Resolution Nos. (A), (B) and (C) under agenda item 3 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 2024 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 2024 AGM, the meeting 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 2024 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 2024 AGM and where conditions permit, 2024 AGM will be held as scheduled. 2024 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 2024 AGM under a bad weather condition and if they do so, they are advised to exercise care and caution.

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