Paliburg Holdings Limited — Proxy Solicitation & Information Statement 2019

Apr 29, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your ordinary shares in Paliburg Holdings Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Stock Code: 617)

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE ORDINARY SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2019 Annual General Meeting of Paliburg Holdings Limited (the “Company”) to be held at the Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Monday, 3rd June, 2019 at 12:15 p.m. is appended to this circular. If you do not propose to attend the Meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the Meeting or at any adjourned meeting should you so wish, and in the event that you turn up in such meeting(s) after sending in the proxy form, the proxy shall be deemed to be revoked.

30th April, 2019

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Letter from the Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General Mandate to Issue Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General Mandate to Repurchase Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of 2019 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation from the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Particulars of Retiring Directors Offering for Re-election. . . . . . . .	4
Appendix II — Explanatory Statement on Repurchase of Ordinary Shares. . . . . . .	9
Notice of 2019 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

“2018 Annual Report”	the annual report of the Company for the year ended 31st
	December, 2018
“2019 AGM”	the annual general meeting of the Company convened to be
	held on Monday, 3rd June, 2019 at 12:15 p.m.
“Board”	the board of Directors, presently comprising six Executive
	Directors and four Independent Non-Executive Directors, all
	as named in the Letter from the Chairman contained in this
	circular
“Bye-laws”	the bye-laws of the Company
“Century”	Century City International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the ordinary
	shares of which are listed on the Stock Exchange
“Century City Group”	Century and its subsidiaries
“close associates”	has the meaning ascribed thereto in the Listing Rules
“Companies Act”	The Companies Act 1981 of Bermuda
“Company”	Paliburg Holdings Limited, a company incorporated in
	Bermuda with limited liability, the Ordinary Shares of which
	are listed on the Stock Exchange
“controlling shareholders”	has the meaning ascribed thereto in the Listing Rules
“core connected persons”	has the meaning ascribed thereto in the Listing Rules
“Cosmopolitan”	Cosmopolitan International Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	ordinary shares of which are listed on the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China

−i −

DEFINITIONS

“Latest Practicable Date” “listed public companies”

• 23rd April, 2019, being the latest practicable date for the purposes of ascertaining certain information in this circular

public companies which securities are listed on any securities market in Hong Kong or overseas

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Notice of 2019 AGM”

• the notice convening the 2019 AGM appended to this circular

“Ordinary Resolution(s)” the proposed ordinary resolution(s) as set out in the Notice of 2019 AGM

“Ordinary Shares” ordinary shares of HK$0.10 each in the share capital of the Company

“Regal”

Regal Hotels International Holdings Limited, a company incorporated in Bermuda with limited liability, the ordinary shares of which are listed on the Stock Exchange

“Regal REIT”

Regal Real Estate Investment Trust, a Hong Kong collective investment scheme authorised under section 104 of the SFO, the units of which are listed on the Stock Exchange

“Repurchase Mandate”

“Repurchase Proposal”

a general mandate proposed to be granted to the Directors in such manners as set out in Ordinary Resolution 5(A) contained in the Notice of 2019 AGM relating to the repurchase of Ordinary Shares the proposal with respect to the repurchase of Ordinary Shares pursuant to the Repurchase Mandate, details of which proposal are set out in “Appendix II — Explanatory Statement on Repurchase of Ordinary Shares” to this circular

“Retiring Directors”

• those Directors who, as named under the section headed “Re-election of Directors” in the Letter from the Chairman contained in this circular, will retire at the 2019 AGM pursuant to the Bye-laws

“RPML”

• Regal Portfolio Management Limited, a wholly owned subsidiary of Regal and the manager of Regal REIT, the listed subsidiary of Regal

“SFO”

Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

−ii −

DEFINITIONS

“Shareholder(s)” holder(s) of Ordinary Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholders” has the meaning ascribed thereto in the Listing Rules “Takeovers Code” the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong “%” per cent

−iii −

LETTER FROM THE CHAIRMAN

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(Stock Code: 617)

Executive Directors: LO Yuk Sui (Chairman and Chief Executive Officer) Jimmy LO Chun To (Vice Chairman and Managing Director) Donald FAN Tung (Chief Operating Officer) LO Po Man Kenneth NG Kwai Kai Kenneth WONG Po Man

Independent Non-Executive Directors: Bowen Joseph LEUNG Po Wing, GBS, JP Winnie NG, JP Abraham SHEK Lai Him, GBS, JP WONG Chi Keung

Head office and principal place of business: 11th Floor, 68 Yee Wo Street Causeway Bay Hong Kong

Registered office: The Belvedere Building 69 Pitts Bay Road Pembroke HM08 Bermuda

30th April, 2019

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND

REPURCHASE ORDINARY SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The purpose of this circular is to provide the Shareholders with requisite information with respect to the resolutions to be proposed at the forthcoming 2019 AGM relating to the followings:

• (1) the re-election of the Retiring Directors who will retire and, being eligible, have offered themselves for re-election at the 2019 AGM;

• (2) the grant of a general mandate to the Directors for the issue of new Ordinary Shares in such manners as set out in Ordinary Resolutions 5(B) and 5(C) contained in the Notice of 2019 AGM; and

• (3) the grant of the Repurchase Mandate to the Directors for the Repurchase Proposal.

−1 −

LETTER FROM THE CHAIRMAN

Re-election of Directors

In accordance with Bye-law 99 of the Bye-laws, the following Directors will retire from office by rotation at the 2019 AGM:

• (i) Mr. Jimmy LO Chun To (Executive Director, Vice Chairman and Managing Director);

• (ii) Mr. Donald FAN Tung (Executive Director and Chief Operating Officer);

• (iii) Mr. WONG Chi Keung (Independent Non-Executive Director); and

• (iv) Mr. Kenneth WONG Po Man (Executive Director).

The above Retiring Directors, being eligible, have offered themselves for re-election at the 2019 AGM.

The re-election of the Retiring Directors at the 2019 AGM will not be for any specific term of office, but the Retiring Directors will be subject to retirement by rotation at least once every three years in accordance with the Bye-laws. The particulars of the Retiring Directors offering for re-election, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix I to this circular.

The Nomination Committee of the Company has considered the biographical details and other related particulars of the Retiring Directors, with reference to the board diversity policy of the Company and their contributions to the Board and the Group during their tenure. The Retiring Directors have extensive experience and knowledge in their respective professional and commercial fields, who can contribute valuable advice on the business and development of the Group and can also conform with the Company’s board diversity policy.

General Mandate to Issue Ordinary Shares

The Directors wish to seek the approval of the Shareholders (i) to grant a general mandate to the Directors to exercise the powers of the Company to allot and issue new Ordinary Shares up to 20% of the Ordinary Shares in issue as at the date of the passing of the proposed Ordinary Resolution 5(B) as set out in the Notice of 2019 AGM; and (ii) to extend the 20% share issuing mandate to be granted pursuant to Ordinary Resolution 5(B) by adding to such mandate the number of Ordinary Shares repurchased by the Company pursuant to the Repurchase Mandate.

Based on 1,114,585,474 Ordinary Shares in issue as at the Latest Practicable Date and on the assumption that there will be no variation in the issued ordinary share capital of the Company during the period up to the date of the 2019 AGM on 3rd June, 2019, the Company would be allowed to allot and issue a maximum number of 222,917,094 Ordinary Shares pursuant to the 20% share issuing mandate as set out in Ordinary Resolution 5(B).

There is no immediate plan for the issue by the Company of any new Ordinary Shares pursuant to the 20% share issuing mandate.

−2 −

LETTER FROM THE CHAIRMAN

General Mandate to Repurchase Ordinary Shares

The Directors wish to seek the approval of the Shareholders to the Repurchase Mandate for the Repurchase Proposal. The explanatory statement regarding the Repurchase Proposal required to be sent to the Shareholders in accordance with the Listing Rules is set out in Appendix II to this circular.

Notice of 2019 AGM

The Notice of 2019 AGM is contained in pages 12 to 14 of this circular. Pursuant to Rule 13.39(4) of the Listing Rules and Bye-law 70 of the Bye-laws, voting on all resolutions to be put forth to the Shareholders at the 2019 AGM will be taken by poll. The Company will announce the results of poll voting by way of publication of an announcement in accordance with the requirements under Rule 13.39(5) of the Listing Rules on the websites of the Stock Exchange and the Company.

Recommendation from the Directors

The Directors consider that the proposed grant of the Repurchase Mandate and the 20% share issuing mandate pursuant to the Ordinary Resolution 5(A) and the Ordinary Resolutions 5(B) and 5(C), respectively, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of these Ordinary Resolutions to be proposed at the 2019 AGM.

Yours faithfully,

LO YUK SUI

Chairman

−3 −

PARTICULARS OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

(I) Mr. LO Chun To (Alias: Jimmy) (Executive Director, Vice Chairman and Managing Director)

Mr. Jimmy Lo , aged 45, was appointed to the Board as an Executive Director in 1999. Mr. Lo has been the Vice Chairman and the Managing Director of the Company since 2013. He is also an executive director and a vice chairman of Century (the ultimate listed holding company of the Company), an executive director of Regal (a listed subsidiary of the Company), an executive director, a vice chairman and the managing director of Cosmopolitan (a listed subsidiary of the Company and the listed fellow subsidiary of Regal), and a non-executive director of RPML. Mr. Lo graduated from Cornell University, New York, the United States with a Degree in Architecture. Mr. Lo joined the Century City Group in 1998. He is primarily involved in overseeing the Group’s property projects in the People’s Republic of China and, in addition, undertakes responsibilities in the business development of the Century City Group. Save as disclosed herein, Mr. Lo has not held any directorships in other listed public companies during the last three years.

Mr. Lo’s directorship with the Company is subject to retirement by rotation at least once every three years pursuant to the relevant provisions under the Bye-laws. Mr. Lo has a service contract with the Group, which does not have a specific length of service and is determinable by either party on 3 months’ notice. Under his service contract, he is presently entitled to receive from the Group an allocated monthly salary of HK$214,200, which was determined by reference to industry norm and market conditions and based on the services rendered to the Group, and, in addition, performance based discretionary bonus and other related employee benefits and allowances. Mr. Lo is also entitled to normal director’s fee in the amount of HK$150,000 per annum each in acting as a Director, a director of each of Regal and Cosmopolitan and a non-executive director of RPML. The normal fees were determined based on the duties and responsibilities in respect of such respective offices and, where required under the relevant bye-laws of the Company and Regal, were previously approved by the respective shareholders of the Company and Regal at relevant general meetings.

As at the Latest Practicable Date, Mr. Lo held the following interests in the securities of the Company and Century within the meaning of Part XV of the SFO:

• (1) direct interests in 2,274,600 issued Ordinary Shares, representing approximately 0.20% of the issued ordinary share capital of the Company as at the Latest Practicable Date; and

• (2) direct interests in 251,735 issued ordinary shares of Century, representing approximately 0.008% of the issued ordinary share capital of Century as at the Latest Practicable Date.

Details of the directorships of Mr. Lo in the substantial and controlling shareholders of the Company are disclosed under the section headed “Substantial Shareholders’ Interests in Share Capital” in the Report of Directors contained in the 2018 Annual Report. Mr. Lo is the son of Mr. LO Yuk Sui, the Chairman and Chief Executive Officer of the Company, and the brother of Miss LO Po Man, an Executive Director of the Company. Save as disclosed herein, Mr. Lo does not have any other relationships with any Directors, senior management, or substantial or controlling shareholders of the Company.

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PARTICULARS OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

There is no information that is required to be disclosed by Mr. Lo pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the re-election of Mr. Lo.

(II) Mr. FAN Tung, Donald (Executive Director and Chief Operating Officer)

Mr. Donald Fan , aged 62, was appointed to the Board as an Executive Director in 1993 and designated as the Chief Operating Officer in 2007. He is also an executive director of Century and Regal and a non-executive director of RPML. Mr. Fan is a qualified architect and has been with the Group since 1987. He is principally involved in the Group’s property development, architectural design and project management functions as well as overseeing the building construction business of the Group. Save as disclosed herein, Mr. Fan has not held any directorships in other listed public companies during the last three years.

Mr. Fan’s directorship with the Company is subject to retirement by rotation at least once every three years pursuant to the relevant provisions under the Bye-laws. Mr. Fan has a service contract with the Group, which does not have a specific length of service and is determinable by either party on 2 months’ notice. Under his service contract, he is presently entitled to receive from the Group an allocated monthly salary of HK$229,900, which was determined by reference to industry norm and market conditions and based on the services rendered to the Group, and, in addition, performance based discretionary bonus and other related employee benefits and allowances. Mr. Fan is also entitled to normal director’s fee in the amount of HK$150,000 per annum each in acting as a Director, a director of Regal and a non-executive director of RPML. The normal fees were determined based on the duties and responsibilities in respect of such respective offices and, where required under the relevant bye-laws of the Company and Regal, were previously approved by the respective shareholders of the Company and Regal at relevant general meetings.

As at the Latest Practicable Date, Mr. Fan directly held interests in 556 issued Ordinary Shares, representing approximately 0.00005% of the issued ordinary share capital of the Company as at the Latest Practicable Date, within the meaning of Part XV of the SFO. Details of the directorships of Mr. Fan in the substantial and controlling shareholders of the Company are disclosed under the section headed “Substantial Shareholders’ Interests in Share Capital” in the Report of the Directors contained in the 2018 Annual Report. Save as disclosed herein, Mr. Fan does not have any other relationships with any Directors, senior management, or substantial or controlling shareholders of the Company.

There is no information that is required to be disclosed by Mr. Fan pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the re-election of Mr. Fan.

−5 −

PARTICULARS OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

(III) Mr. WONG Chi Keung (Independent Non-Executive Director)

Mr. Wong , aged 64, was invited to the Board as an Independent Non-Executive Director in 2004. He is also an independent non-executive director of Century and Regal. Mr. Wong holds a Master’s Degree in Business Administration from the University of Adelaide in Australia. He is a fellow member of Hong Kong Institute of Certified Public Accountants, The Association of Chartered Certified Accountants and CPA Australia and an associate member of The Institute of Chartered Secretaries and Administrators and The Chartered Institute of Management Accountants. Mr. Wong is a responsible officer for asset management and advising on securities under the SFO. Mr. Wong was an executive director, the deputy general manager, group financial controller and company secretary of Guangzhou Investment Company Limited (now known as Yuexiu Property Company Limited), a company listed on the Stock Exchange, for over ten years. He is also an independent non-executive director and a member of the audit committee of Asia Orient Holdings Limited, Asia Standard International Group Limited, China Ting Group Holdings Limited, Fortunet e-Commerce Group Limited, Golden Eagle Retail Group Limited, Nickel Resources International Holdings Company Limited, TPV Technology Limited, Yuan Heng Gas Holdings Limited and Zhuguang Holdings Group Company Limited, all of which are companies listed on the Stock Exchange. He was an independent non-executive director of China Shanshui Cement Group Limited, ENM Holdings Limited and Heng Xin China Holdings Limited, all of which are companies listed on the Stock Exchange. Save as disclosed herein, Mr. Wong has not held any directorships in other listed public companies during the last three years. Mr. Wong has over 36 years of experience in finance, accounting and management.

Mr. Wong’s directorship with the Company is subject to retirement by rotation at least once every three years pursuant to the relevant provisions under the Bye-laws. Mr. Wong does not have a service contract with the Group. He is entitled to normal director’s fee in the amount of HK$150,000 per annum each in acting as a Director and a director of Regal. Mr. Wong is also entitled to normal fees in acting as the chairman or a member of the board committees of the Company and Regal as detailed below:

• (i) HK$150,000 per annum each in acting as the chairman of the Audit Committee of the Company and Regal;

• (ii) HK$50,000 per annum each in acting as the chairman of the Remuneration Committee of the Company and Regal; and

• (iii) HK$50,000 per annum each in acting as a member of the Nomination Committee of the Company and Regal.

The normal fees were determined based on the duties and responsibilities in respect of such respective offices, and, where required under the relevant bye-laws of the Company and Regal, were previously approved by the respective shareholders of the Company and Regal at relevant general meetings.

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PARTICULARS OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

Mr. Wong does not hold any interests in the securities of the Company within the meaning of Part XV of the SFO. Details of the directorships of Mr. Wong in the substantial and controlling shareholders of the Company are disclosed under the section headed “Substantial Shareholders’ Interests in Share Capital” in the Report of Directors contained in the 2018 Annual Report. Save as disclosed herein, Mr. Wong does not have any other relationships with any Directors, senior management, or substantial or controlling shareholders of the Company.

Mr. Wong has served on the Board as an Independent Non-Executive Director for more than nine years and, during such tenure, he has given independent guidance and advice to the Company. The Company has received from Mr. Wong his annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules and considers that Mr. Wong is independent.

Mr. Wong holds more than seven listed company directorships. During his tenure in acting as an Independent Non-Executive Director of the Company and the Chairman or member of the board committees of the Company (the “Board Committees”), Mr. Wong has devoted significant time and efforts in attending to various business affairs of the Company that were brought to the attention, or which required the supervision, of the Board and/or the Board Committees, and with respect to which he has rendered valuable contributions. Mr. Wong is a professional accountant with extensive experience in the financial and corporate management fields. The Company considers that, having regard to his performance during his past tenure, he will be able to continue to contribute as a member of the Board and the Board Committees and will also be able to devoting sufficient time in performing his duties as an Independent Non-Executive Director of the Company in spite of his other listed company directorships.

There is no information that is required to be disclosed by Mr. Wong pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the re-election of Mr. Wong.

(IV) Mr. WONG Po Man (Alias: Kenneth) (Executive Director)

Mr. Kenneth Wong , aged 53, was appointed to the Board as an Executive Director in 2007. He is also an executive director and the chief operating officer of Cosmopolitan. Mr. Wong graduated from The University of Hong Kong with a Bachelor of Arts Degree in Architectural Studies and a Bachelor Degree of Architecture. He also holds a Master of Science Degree in Real Estates from The University of Hong Kong. Mr. Wong is a qualified architect and has been with the Group for over 26 years. He has been involved in architectural design and project management in respect of various property development projects of the Group and is also the Technical Director of Chatwin Engineering Limited, the construction arm of the Group, registered under the Buildings Ordinance. Save as disclosed herein, Mr. Wong has not held any directorships in other listed public companies during the last three years.

Mr. Wong’s directorship with the Company is subject to retirement by rotation at least once every three years pursuant to the relevant provisions under the Bye-laws. Mr. Wong has a service contract with the Group, which does not have a specific length of service and is determinable by either party on 3 months’ notice. Under his service contract, he is presently entitled to receive from the Group an allocated monthly salary of HK$207,000, which was determined by reference to industry

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PARTICULARS OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

norm and market conditions and based on the services rendered to the Group and, in addition, performance based discretionary bonus and other related employee benefits and allowances. Mr. Wong is also entitled to normal director’s fee in the amount of HK$150,000 per annum each in acting as a Director and a director of Cosmopolitan. The normal fees were determined based on the duties and responsibilities in respect of such respective offices and, where required under the Bye-laws, were previously approved by the Shareholders at general meeting.

As at the Latest Practicable Date, Mr. Wong held the following interests in the securities of the Company and Century within the meaning of Part XV of the SFO:

• (1) direct interests in 6,200 issued Ordinary Shares, representing approximately 0.001% of the issued ordinary share capital of the Company as at the Latest Practicable Date; and

• (2) direct interests in 200 issued ordinary shares of Century, representing approximately 0.00001% of the issued ordinary share capital of Century as at the Latest Practicable Date.

Save as disclosed herein, Mr. Wong does not have any other relationships with any Directors, senior management, or substantial or controlling shareholders of the Company.

There is no information that is required to be disclosed by Mr. Wong pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the re-election of Mr. Wong.

−8 −

EXPLANATORY STATEMENT ON REPURCHASE OF ORDINARY SHARES

APPENDIX II

This is the explanatory statement to provide requisite information to you for your consideration of the Repurchase Proposal, as required by the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange. The Ordinary Shares are listed on the Stock Exchange.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 1,114,585,474 Ordinary Shares in issue.

Subject to the passing of the Ordinary Resolution 5(A) as set out in the Notice of 2019 AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 111,458,547 Ordinary Shares, on the assumption that there will be no variation in the issued ordinary share capital of the Company during the period up to the date of the 2019 AGM. The aggregate number of Ordinary Shares which may be repurchased under the Repurchase Mandate will not exceed 10% of that of the Ordinary Shares in issue at the date of the 2019 AGM.

The Repurchase Mandate will be valid for the period from the date of passing the Ordinary Resolution 5(A) until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting is required by the Bye-laws or the Companies Act or any other applicable law of Bermuda to be held; and (iii) the revocation or variation of the authority given under the Ordinary Resolution 5(A) by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Proposal is in the interests of the Company and its Shareholders. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per share or may otherwise be in the interests of the Company, and will only be made when the Directors believe that such purchases will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s funds legally available for such purpose in accordance with the Company’s Memorandum of Association and Bye-laws and the laws of Bermuda. Any shares repurchased under the Repurchase Mandate must be funded out of the capital paid up on the repurchased shares or the funds of the Company which would otherwise be available for dividend or distribution, or out of the proceeds of a fresh issue of shares. Any premium payable on the repurchase must be provided for out of the funds of the Company otherwise available for dividend or distribution or out of the Company’s share premium account.

−9 −

EXPLANATORY STATEMENT ON REPURCHASE OF ORDINARY SHARES

APPENDIX II

It is not expected that there would be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the 2018 Annual Report) even if the proposed repurchases were to be carried out in full at any time during the proposed repurchase period. Nevertheless, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. SHARE PRICES

The highest and lowest prices at which the Ordinary Shares have traded on the Stock Exchange in each of the previous twelve months and in April 2019 (up to the Latest Practicable Date) were as follows:

	**Ordinary **	Shares
	Highest	Lowest
	HK$	HK$
April 2018	3.490	3.370
May 2018	3.630	3.360
June 2018	3.690	3.260
July 2018	3.320	3.080
August 2018	3.400	3.010
September 2018	3.150	2.930
October 2018	3.150	2.830
November 2018	2.980	2.780
December 2018	3.110	2.920
January 2019	3.160	2.990
February 2019	3.430	3.130
March 2019	3.390	3.200
From 1st April, 2019 to the Latest Practicable Date	3.380	3.040

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates have any present intention to sell any Ordinary Shares to the Company under the Repurchase Proposal if the same is approved by the Shareholders. No other core connected persons of the Company have notified the Company that they have a present intention to sell Ordinary Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

−10 −

EXPLANATORY STATEMENT ON REPURCHASE OF ORDINARY SHARES

APPENDIX II

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Ordinary Resolution 5(A) in accordance with the Listing Rules and the laws of Bermuda.

As at the Latest Practicable Date, Century, together with Mr. LO Yuk Sui (the chairman and controlling shareholder of Century) and his other close associates, held approximately 74.55% shareholding interests in the issued ordinary share capital of the Company.

In the event that the Repurchase Mandate granted to the Directors pursuant to the Repurchase Proposal were to be carried out in full, the shareholding interests of Century, together with Mr. LO Yuk Sui and his other close associates, in the Company would increase to approximately 82.84% of the issued ordinary share capital of the Company, assuming there are no other changes in the capital structure of the Company. Pursuant to Rule 32.1 of the Takeovers Code, such resultant increase in shareholding interests would be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Based on information known to date, the Directors are not aware of any consequences which may arise under the Takeovers Code even if the Repurchase Mandate were exercised in full. Nevertheless, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, trigger any potential consequences under the Takeovers Code.

Furthermore, the Directors have no intention to exercise the Repurchase Mandate to such extent as would cause the public float to fall below 25% or such other minimum percentage as prescribed by the Listing Rules from time to time.

6. SECURITIES PURCHASES MADE BY THE COMPANY

The Company has not purchased any of its Ordinary Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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NOTICE OF 2019 AGM

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(Stock Code: 617)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Monday, 3rd June, 2019 at 12:15 p.m. for the following purposes:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and the Auditor for the year ended 31st December, 2018.

2. To declare a final dividend for the year ended 31st December, 2018 of HK8.0 cents per ordinary share.

3. To elect Directors.

4. To appoint Auditor and authorise the Board of Directors to fix the Auditor’s remuneration.

5. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

6. (A) “ THAT :

   • (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase ordinary shares of HK$0.10 each in the capital of the Company (“Ordinary Shares”), subject to and in accordance with all applicable laws and the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

   • (b) the aggregate number of Ordinary Shares which may be purchased by the Company pursuant to paragraph (a) above shall not exceed 10% of the aggregate number of the Ordinary Shares in issue at the date of this Resolution, and the said approval shall be limited accordingly; and

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

     • (i) the conclusion of the next Annual General Meeting of the Company;

     • (ii) the expiration of the period within which the next Annual General Meeting is required by the Bye-laws of the Company or The Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; and

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NOTICE OF 2019 AGM

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting.”

• (B) “ THAT the exercise by the Directors during the Relevant Period (as defined in Resolution 5(A) set out in the Notice of this Meeting) of all the powers of the Company to issue, allot and dispose of additional Ordinary Shares (including making and granting offers, agreements and options which would or might require Ordinary Shares to be issued, allotted or disposed of, whether during or after the end of the Relevant Period) be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to a rights issue where Ordinary Shares are offered to shareholders on a fixed record date in proportion to their then holdings of Ordinary Shares (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 outside Hong Kong), the additional Ordinary Shares issued, allotted or disposed of (including Ordinary Shares agreed conditionally or unconditionally to be issued, allotted or disposed of, whether pursuant to an option or otherwise) shall not in aggregate exceed 20% of the aggregate number of the Ordinary Shares in issue at the date of this Resolution, and the said approval shall be limited accordingly.”

• (C) “ THAT the general mandate granted to the Directors under Resolution 5(B) above be and is hereby extended by the addition of an amount representing the aggregate number of Ordinary Shares purchased by the Company pursuant to the general mandate approved in Resolution 5(A) above.”

By Order of the Board Paliburg Holdings Limited Eliza Lam Sau Fun Secretary

Hong Kong, 30th April, 2019

Notes:

1. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.

2. The proxy form must be deposited with the Company’s branch registrar in Hong Kong, Tricor Tengis Limited, (the “Branch Registrar”) at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

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NOTICE OF 2019 AGM

1. The Register of Ordinary Shareholders of the Company will be closed during the following periods, and no transfers of shares will be effected during such periods:

2. (i) from Wednesday, 29th May, 2019 to Monday, 3rd June, 2019, both days inclusive, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the Meeting. In order to be entitled to attend and vote at the Meeting, all transfers of Ordinary Shares, duly accompanied by the relevant share certificates, must be lodged with the Branch Registrar at the address set out above no later than 4:30 p.m. on Tuesday, 28th May, 2019; and

3. (ii) from Monday, 10th June, 2019 to Wednesday, 12th June, 2019, both days inclusive, for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to qualify for the proposed final dividend, all transfers of Ordinary Shares, duly accompanied by the relevant share certificates, must be lodged with the Branch Registrar at the address set out above no later than 4:30 p.m. on Thursday, 6th June, 2019.

4. A circular of the Company containing further details relating to the re-election of Directors and an explanatory statement or information regarding Resolutions 5(A), 5(B) and 5(C) above will be sent to the Company’s shareholders together with the 2018 Annual Report of the Company.

5. In the event that a typhoon signal no. 8 (or above) or a black rainstorm warning is in effect on the day of the Meeting, Shareholders are requested to call the Company’s hotline at (852) 2894-7521 on that day to enquire about the arrangements of the Meeting.

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