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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PARKSON RETAIL GROUP LIMITED , you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of PARKSON RETAIL GROUP LIMITED .

PARKSON RETAIL GROUP LIMITED 百盛商業集團有限公司

(a company incorporated in the Cayman Islands with limited liability)

(Stock Code: 3368)

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

RE-ELECTION OF RETIRING DIRECTORS

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Parkson Retail Group Limited to be held at The Executive Centre, Seminar Room 1, Level 3, Three Pacific Place, 1 Queen’s Road East, Hong Kong on 17 May 2012, Thursday at 11:00 a.m. is set out on pages 15 to 18 of this circular. In the event you are not able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event no later than 48 hours before the time scheduled for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or at any adjourned meeting if they so wish.

17 April 2012

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Repurchase and Issuance Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
III.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IV.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .	5
V.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
VI.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix	A – Explanatory Statement on the Repurchase Mandate . . . .	6
Appendix	B – Details of Directors Proposed to be Re-elected
	at Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at The Executive Centre, Seminar Room 1, Level 3, Three Pacific Place, 1 Queen’s Road East, Hong Kong on 17 May 2012, Thursday, at 11:00 a.m.
“Articles of Association” the articles of association of the Company
“Board” the board of Directors
“Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands
“Company” Parkson Retail Group Limited (百盛商業集團有限公司), a company incorporated under the laws of the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries and jointly controlled entities
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 11 April 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Memorandum of Association” the memorandum of association of the Company
“PRC” the People’s Republic of China
“RM” Ringgit Malaysia, lawful currency of Malaysia
“RMB” Renminbi, the lawful currency of the PRC

– 1 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	the ordinary share(s) of the Company with a nominal
	value of HK$0.02 each
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Codes on Takeovers and Mergers issued by the
	Securities and Futures Commission in Hong Kong

– 2 –

LETTER FROM THE BOARD

PARKSON RETAIL GROUP LIMITED 百盛商業集團有限公司

(a company incorporated in the Cayman Islands with limited liability)

(Stock Code: 3368)

Executive Directors: Registered office: Datuk Cheng Yoong Choong c/o M&C Corporate Services Limited Managing Director P.O. Box 309 Mr Chew Fook Seng Ugland House Chief Executive Officer South Church Street George Town Non-executive Director: Grand Cayman Tan Sri Cheng Heng Jem Cayman Islands Chairman Principal place of business in Hong Kong: Independent non-executive Directors: Level 28, Three Pacific Place Mr Werner Josef Studer 1 Queen’s Road East Mr Ko Tak Fai, Desmond Hong Kong Mr Yau Ming Kim, Robert 17 April 2012

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

RE-ELECTION OF RETIRING DIRECTORS

NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting relating to (i) the grant of the general mandates to the Directors to exercise all the powers of the Company to repurchase fully-paid up Shares and to issue new Shares; and (ii) the proposed re-election of the retiring Directors.

– 3 –

LETTER FROM THE BOARD

II. REPURCHASE AND ISSUANCE MANDATES

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange.

Ordinary resolutions will be proposed at the Annual General Meeting to approve:

(a) the grant of a general mandate to the Directors to repurchase Shares on the Stock Exchange during the relevant period representing up to a maximum number equivalent to 10% of the existing issued share capital of the Company as at the date of passing such resolution at the Annual General Meeting (the “Repurchase Mandate”);
(b) the grant of a general mandate to the Directors to allot, issue or deal with Shares during the relevant period of an aggregate number not exceeding 20% of the existing issued share capital of the Company as at the date of passing such resolution at the Annual General Meeting (the “Issuance Mandate”); and
(c) the extension of the Issuance Mandate by an amount representing the number of the Shares repurchased by the Company under the Repurchase Mandate (the “Extension of the Issuance Mandate”).

The Repurchase Mandate, the Issuance Mandate and the Extension of the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in ordinary resolution numbered 5 as set out in the notice of the Annual General Meeting.

Shareholders should refer to the Explanatory Statement contained in Appendix A of this circular which sets out further information in relation to the proposed Repurchase Mandate.

As regards the Issuance Mandate, subject to the passing of the ordinary resolution numbered 5(B) as set out in the Notice of Annual General Meeting and on the basis that no further Shares are issued or repurchased by the Company since the Latest Practicable Date and up to the Annual General Meeting, exercise in full of the Issuance Mandate could accordingly result in up to 562,098,050 fully paid up new Shares to be allotted, issued and dealt with by the Company during the period in which the Issuance Mandate remains in force.

III. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 130 of the Articles of Association, Tan Sri Cheng Heng Jem and Mr Ko Tak Fai, Desmond will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election.

Separate resolutions will be put forward at the Annual General Meeting for the re-election of Tan Sri Cheng Heng Jem and Mr Ko Tak Fai, Desmond as Directors. Information on the retiring Directors as required to be disclosed under the Listing Rules is set out in Appendix B of this circular.

– 4 –

LETTER FROM THE BOARD

IV. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 18 of this circular.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the Company (www.parksongroup.com.cn). In the event you are not able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event no later than 48 hours before the time scheduled for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or at any adjourned meeting should you so wish.

V. RECOMMENDATIONS

The Directors are of the opinion that (i) the grant of the proposed Repurchase Mandate, the proposed Issuance Mandate, and the proposed Extension of the Issuance Mandate; and (ii) the proposed re-election of retiring Directors are all in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

VI. RESPONSIBILITY STATEMENT

This circular contains particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

By Order of the Board Parkson Retail Group Limited Cheng Yoong Choong Managing Director

– 5 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX A

The following is the explanatory statement required to be sent to Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Repurchase Mandate to be proposed at the Annual General Meeting.

(A) SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$56,209,805 comprising 2,810,490,250 shares of HK$0.02 each. Subject to the passing of ordinary resolution numbered 5(A) as set out in the notice of the Annual General Meeting and on the basis that no further Shares are issued or repurchased by the Company since the Latest Practicable Date and up to the Annual General Meeting, exercise in full of the Repurchase Mandate could accordingly result in up to 281,049,025 fully paid up Shares being repurchased by the Company during the period ending of 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 of the Company is required by law or its articles of association to be held; and (iii) the revocation or variation of the authority granted under this resolution by an ordinary resolution of the Shareholders of the Company in general meeting prior to the next annual general meeting of the Company.

(B) REASONS FOR SHARE REPURCHASE

The Directors believe that the proposed Repurchase Mandate is in the interests of the Company and Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share. The Directors seek the grant of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors and in accordance with the Repurchase Mandate at the relevant time, having regard to the circumstances then prevailing.

(C) FUNDING OF REPURCHASES

Repurchases must be financed out of funds which are legally available for the purpose in accordance with the Memorandum of Association and Articles of Association, the Listing Rules and the relevant Laws including but not limited to the laws of the jurisdiction in which the Company is incorporated. A company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

Any repurchases may be made out of profits or the proceeds of fresh issue of shares made for the purpose, or if so authorised by the Articles of Association and subject to the Companies Law, out of capital. Any premium on a purchase may be made out of profits of the Company or the share premium account, if so authorised by the Articles of Association and subject to the Companies Law.

– 6 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX A

There might be an adverse impact on the working capital or gearing position of the Company in the event that share repurchases pursuant to the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period as compared with the position disclosed in the Company’s most recent published audited accounts. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing level of the Company unless the Directors consider such repurchases to be in the best interests of the Company.

(D) MARKET PRICE

The highest and lowest market prices for Shares recorded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Share Price (per Share)	Share Price (per Share)
	Highest	Lowest
	HK$	HK$
2011
April	12.36	10.20
May	12.68	10.98
June	12.10	10.28
July	12.14	10.40
August	11.18	8.88
September	10.92	8.20
October	10.76	8.20
November	10.88	8.98
December	10.28	8.80
2012
January	11.12	8.90
February	10.50	8.99
March	9.80	8.72
From 1 April to the Latest Practicable Date	9.08	8.21

(E) GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor their associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is granted.

– 7 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX A

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Parkson Holdings Berhad (“PHB”), a substantial shareholder of the Company, is deemed to be interested in a total of 1,448,270,000 Shares representing approximately 51.53% of the total issued share capital of the Company. Such 1,448,270,000 Shares comprised of 1,438,300,000 Shares (representing approximately 51.18% of the total issued share capital of the Company) held by PRG Corporation Limited and 9,970,000 Shares (representing approximately 0.35% of the total issued share capital of the Company) held by East Crest International Limited (“ECIL”). PRG Corporation Limited is a wholly-owned subsidiary of ECIL which in turn is wholly-owned by PHB. Tan Sri Cheng Heng Jem, a Non-executive Director and the Chairman of the Company, through his direct interest and a series of companies in which he has a substantial interest, together with the interest held by his wife Puan Sri Chan Chau Ha (alias Chan Chow Har), are entitled to exercise or control the exercise of more than one-third of the voting power at general meetings of PHB, and accordingly are taken to be interested in the said 1,448,270,000 Shares of the Company.

On the basis that no further Shares are issued or repurchased since the Latest Practicable Date up to the Annual General Meeting and in the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the attributable interests of PRG Corporation Limited would be increased to approximately 56.86% and for the interests of ECIL, PHB, Tan Sri Cheng Heng Jem and Puan Sri Chan Chau Ha (alias Chan Chow Har) would be increased to approximately 57.25% of the total issued share capital of the Company. The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any repurchases to be made pursuant to the Repurchase Mandate. The Directors have no present intention to repurchase the Shares to such extent that the public shareholding in the Company would be reduced to less than 25% of the issued share capital of the Company.

(F) SHARE REPURCHASES MADE BY THE COMPANY

The Company did not repurchase any Shares (whether on the Stock Exchange or otherwise) during the last six months immediately preceding the Latest Practicable Date.

– 8 –

APPENDIX B DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

The details of the Directors who will retire and, being eligible, offer themselves for re-election at the Annual General Meeting in accordance with the Articles of Association are set out below:

(1) Tan Sri CHENG Heng Jem, aged 69, is a Non-executive Director and Chairman of the Company. Tan Sri Cheng has more than 35 years of experience in the business operations of The Lion Group encompassing steel, retail, property development, tyre, computer, motor and plantation. He oversees the operation of The Lion Group and is responsible for the formulation and monitoring of the overall corporate strategic plans and business development of The Lion Group.

Tan Sri Cheng is the President of The Associated Chinese Chambers of Commerce and Industry of Malaysia and The Chinese Chamber of Commerce and Industry of Kuala Lumpur and Selangor.

Tan Sri Cheng’s directorships in public companies are as follows:

Chairman and Managing Director of Lion Corporation Berhad and Parkson Holdings Berhad
Chairman of Lion Diversified Holdings Berhad, Lion Forest Industries Berhad, Lion AMB Resources Berhad and ACB Resources Berhad
Director of Lion Teck Chiang Limited, Lion Asiapac Limited and The Community Chest
Non-Executive Chairman of Parkson Retail Asia Limited

Save for Lion AMB Resources Berhad, ACB Resources Berhad and The Community Chest, all the above companies are public listed companies in Malaysia whilst Lion Teck Chiang Limited, Lion Asiapac Limited and Parkson Retail Asia Limited are public listed companies in Singapore.

Tan Sri Cheng is the uncle of Datuk Cheng Yoong Choong, the Executive Director and the Managing Director of the Company.

Save as disclosed above, Tan Sri Cheng does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company.

As at the Latest Practicable Date, Tan Sri Cheng has a corporate interest of 1,448,270,000 ordinary shares of the Company within the meeting of Part XV of the SFO.

– 9 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX B

Under a new letter of appointment dated 9 November 2011 with the Company, Tan Sri Cheng agreed to act as Non-executive Director for a period of three years commencing from 9 November 2011. The annual Director’s fee for his acting as Non-executive Director is HK$200,000.

During the period when Tan Sri Cheng was a director or within 12 months after his ceasing to act as a director of the following companies, such companies were put into liquidation:

			Date of
			commencement
Name of	Place of	Nature of	of the	Particulars/
Company	Incorporation	business	proceedings	Amount involved
Davids	Malaysia	Distribution of	15 October 1998	Court winding-up
Distribution		groceries and		(ongoing)/
Sdn Bhd		other food		RM1,079,123
		products

Moreover, several companies forming part of the Lion Group in which Tan Sri Cheng is a director had, during the period from 2000 to 2004, undertaken and implemented a group-wide debt and/or corporate restructuring exercise to enable, inter alia, the companies to continue their operations as going concerns and to ensure that they are able to meet their commitments to their creditors. The debt and/or corporate restructuring exercise was carried out as a result of the financial crisis in Malaysia which arose in the second half of 1997 and had an adverse impact on the financial performance of these companies within the Lion Group. These companies are:

(a) ACB Resources Berhad, Lion Corporation Berhad and Lion AMB Resources Berhad which had undertaken a debt and corporate restructuring exercise for themselves and certain of their subsidiaries pursuant to schemes of arrangement with their respective lenders via Malaysian High Court orders applied and obtained by the respective companies (“ GWRS ”). The GWRS was

– 10 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX B

implemented on 14 March 2003. Subsequently, several revisions and repayment/redemption were made with the consent of the lenders and bond holders. The details of the aforesaid debts and companies are as follows:

Name of	Place of	Nature of	Amount
Company	Incorporation	business	Involved	Current Status
ACB Resources	Malaysia	Investment holding	RM3,326 million	RM1,632 million
Berhad and		The majority of its	net present value	net present value
certain of its		subsidiaries are	as at 14 March	as at
subsidiaries		engaged in the	2003	31 December
		property development,		2011
		hotel, provisions of
		security services and
		plantation businesses
Lion	Malaysia	Investment holding	RM1,602 million	RM1,438 million
Corporation		Its subsidiaries are	net present value	net present value
Berhad and		mainly involved in the	as at 14 March	as at
certain of its		manufacturing and	2003	31 December
subsidiaries		marketing of steel		2011
		products such as hot
		rolled coils, cold rolled
		coils, bands, plates and
		sheets; manufacturing,
		distribution and trading
		of office equipment
		and steel related
		products; share
		registration and
		secretarial services;
		and the assembly, sale
		and distribution of
		commercial vehicles

– 11 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX B

Name of	Place of	Nature of	Amount
Company	Incorporation	business	Involved	Current Status
Lion AMB	Malaysia	Investment holding	RM616 million	Completed
Resources		Its subsidiaries are	net present value
Berhad and		mainly engaged in the	as at 14 March
certain of its		business of	2003
subsidiaries		manufacturing, sale
		and distribution of
		tyres, rubber
		compounds and other
		related rubber
		products, retreading
		tyres as well as the
		manufacturing of
		motorcycle parts and
		accessories, sale and
		distribution of motor
		vehicles and provision
		of training services

(b) Megasteel Sdn Bhd and Amsteel Mills Sdn Bhd had also undertaken and implemented their own debt restructuring exercises with their respective lenders. The details of which are as follows:

Name of	Place of	Nature of	Date of	Amount
Company	Incorporation	Business	Implementation	Involved	Current Status
Megasteel	Malaysia	Manufacturing	15 September	RM985	RM623.60 million
Sdn Bhd		of hot rolled	2009	million	net present value
		coils and cold			as at 31 December
		rolled coils			2011
Amsteel	Malaysia	Manufacture	24 December	RM593	RM470.57 million
Mills Sdn		and marketing	2009	million	net present value
Bhd		of steel bars			as at 31 December
		and wire rods			2011

– 12 –

APPENDIX B DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

(c) Details of companies which had undertaken and implemented their own debt restructuring exercises with their respective lenders are as follows:

Name of	Place of	Nature of	Date of	Amount	Current
Company	Incorporation	Business	Implementation	Involved	Status
Lion	Malaysia	Investment	21 December	RM170 million	Completed
Diversified		holding	2000	net present value
Holdings				as at 21 December
Berhad				2000
Lion Forest	Malaysia	Investment	21 December	RM38.27 million	Completed
Industries		holding,	2000	net present value
Berhad		trading and		as at 21 December
		distribution of		2000
		building and
		trading of
		materials, steel
		products
Sabah Forest	Malaysia	Integrated	21 December	RM52.9 million	Sold off
Industries		wood-based	2000	net present value
Sdn Bhd		activities and		as at 21 December
		pulp & paper		2000
		mill operations
Parkson	Malaysia	Operations of	22 December	RM52.89 million	Completed
Corporation		departmental	2000	net present value
Sdn Bhd		stores		as at 22 December
				2000
Silverstone	Malaysia	Manufacture	22 December	RM148.1 million	Sold off
Berhad		and sale of	2000	net present value
		tyres, rubber		as at 22 December
		compounds		2000
		and other
		related rubber
		products
Tirta	Malaysia	Investment	31 December	RM64,066,290.41	Completed
Enterprise		holding	2002
Sdn Bhd
Lion	Malaysia	Investment	31 December	RM44,245,065.21	Completed
Holdings Sdn		holding and	2002
Bhd		property
		investment
William	Malaysia	Investment	31 December	RM1,974,861.21	Completed
Cheng Sdn		Holding	2002
Bhd

– 13 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

APPENDIX B

The respective restructuring exercises have been implemented and the companies are complying with the terms of their respective restructuring exercise.

The Directors are of the opinion that Tan Sri Cheng has demonstrated commitment to his roles as the Chairman and Non-executive Director of the Company and performed effectively throughout the years. The Directors are also of the view that the above debt and corporate restructuring exercises involving the companies within the Lion Group are unlikely to affect Tan Sri Cheng in discharging his duties or in any circumstances, could appear to do so. Accordingly, the Directors conclude that the re-appointment/continuance of Tan Sri Cheng as Non-executive Director is in the best interests of the Company and the Shareholders.

Save as disclosed above, there is no information required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules.

(2) KO Tak Fai, Desmond, aged 44, was appointed as an Independent Non-executive Director on 9 November 2005, and is the Chairman of the Audit Committee and a member of the Remuneration Committee of the Company. Mr Ko became a member of the Institute of Chartered Accountants in England and Wales in 1994. Mr Ko is a businessman.

Mr Ko 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 Ko has a beneficial interest of 75,000 ordinary shares of the Company within the meaning of Part XV of the SFO.

Under a new letter of appointment dated 9 November 2011 with the Company, Mr Ko agreed to act as Independent Non-executive Director for a period of one year and may only be renewed twice subject to the article of association. The annual Director’s fee for his acting as Independent Non-executive Director is HK$200,000.

The Directors are of the opinion that Mr Ko has demonstrated commitment to his role as Independent Non-executive Director of the Company and performed proficiently throughout the years, and therefore determine that the reappointment/continuance of Mr Ko as Independent Non-executive Director is in the best interest of the Company and the Shareholders.

Save as disclosed above, there is no information required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules.

The emoluments received by each of the Directors for the year ended 31 December 2011 have been disclosed in the Company’s Annual Report 2011.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders relating to the re-election of the above Directors.

– 14 –

NOTICE OF ANNUAL GENERAL MEETING