Parkson Retail Group Limited — Proxy Solicitation & Information Statement 2021

Apr 15, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, or other registered dealer in securities, a 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, together with the enclosed form of proxy, to the purchaser or the 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 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)

PROPOSED APPOINTMENT OF NEW AUDITOR AND

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Parkson Retail Group Limited to be held at Unit 1603-1604, 16/F Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on 20 May 2021, Thursday at 10:00 a.m. is set out in this circular. Whether or not you are 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 Level 54, Hopewell Centre, 183 Queen’s Road East, 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.

16 April 2021

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Proposed Appointment of New Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
III.	Share Buy-back and Issuance Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
IV.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
V.	Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . .	6
VI.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VII.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix	A – Explanatory Statement on the Share Buy-back Mandate. . . . . . . . . . .	8
Appendix	B – Details of Directors Proposed to be Re-elected
	at Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

– 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 Unit 1603-1604, 16/F Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on 20 May 2021, Thursday, at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular, or any adjournment thereof

• “Articles of Association”

the articles of association of the Company

• “Board”

the board of Directors

• “Companies Act”

the Companies Act, Cap. 22 (Act 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

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “Issuance Mandate”

a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of Shares of the Company in issue as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 17 to 21 of this circular

– 1 –

DEFINITIONS

“Latest Practicable Date”

12 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as the same may be amended, modified or supplemented from time to time

• “Memorandum and Articles of the memorandum and articles of association of the Association” Company

• “PRC”

the People’s Republic of China

• “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as the same may be amended, modified and supplemented from time to time

“Share(s)” the ordinary share(s) of the Company with a nominal value of HK$0.02 each

• “Shareholder(s)”

“Shareholder(s)” the holder(s) of the Share(s) “Share Buy-back Mandate” a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of Shares of the Company in issue as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting as set out on pages 17 to 21 of this circular

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time

– 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: Tan Sri Cheng Heng Jem (Chairman) Second Floor, Century Yard, Ms. Juliana Cheng San San Cricket Square, P.O. Box 902, Non-executive Director: Grand Cayman, KY1-1103, Dato’ Sri Dr. Hou Kok Chung Cayman Islands Independent non-executive Directors: Principal place of business Dato’ Fu Ah Kiow in Hong Kong: Mr. Yau Ming Kim, Robert Room 1010, 10th Floor Mr. Koong Lin Loong Harcourt House 39 Gloucester Road Wanchai Hong Kong 16 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF NEW AUDITOR AND GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for, among others, (i) Proposed appointment of new auditor; (ii) the re-election of the Directors; and (iii) the granting to the Directors of the Share Buy-back Mandate and the Issuance Mandate.

– 3 –

LETTER FROM THE BOARD

II. PROPOSED APPOINTMENT OF NEW AUDITOR

Messrs Ernst & Young (“EY”) has been the auditor of the Company since 2005. The Board considers the rotation of auditor after an appropriate period of time is a good corporate governance practice. On 31 March 2021, the Board has resolved, with the recommendation of the audit committee of the Company, to propose the appointment of Messrs. Grant Thornton Hong Kong Limited (“GTHK”) as the new auditor of the Company. Accordingly, EY will retire as the auditor of the Company upon expiration of its current term of office at the close of the Annual General Meeting. GTHK will fill the vacancy following the retirement of EY and to hold office until the conclusion of the next annual general meeting of the Company, subject to the approval of shareholders of the Company at the Annual General Meeting.

EY has confirmed in writing that there are no matters in relation to the retirement that needs to be brought to the attention of the Shareholders. The Board and audit committee of the Company have as well confirmed that there are no disagreements or outstanding matters between the Company and EY, and the Board is not aware of any other matters in relation to the proposed change of auditor that need to be brought to the attention of the Shareholders.

III. SHARE BUY-BACK 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 total number of issued Shares of the Company as at the date of passing such resolution at the Annual General Meeting (the “Share Buy-back Mandate”);

• (b) the grant of a general mandate to the Directors to allot, issue or deal with additional Shares during the relevant period of an aggregate number not exceeding 20% of the total number of issued Shares 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 Share Buy-back Mandate (the “Extension of the Issuance Mandate”).

The Share Buy-back 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 4 to 6 as set out in the notice of the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

Shareholders should refer to the Explanatory Statement contained in Appendix A to this circular which sets out further information in relation to the proposed Share Buy-back Mandate.

As regards the Issuance Mandate, subject to the passing of the ordinary resolution numbered 5 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 526,906,450 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.

IV. RE-ELECTION OF RETIRING DIRECTORS

Re-election of retiring Directors

Pursuant to Article 114 and 130 of the Articles of Association, Ms. Cheng San San Juliana (“Ms. Cheng”), Dato’ Sri Dr. Hou Kok Chung (“Dato’ Sri Dr. Hou”) and Mr. Koong Lin Loong (“Mr. Koong”) shall retire at the Annual General Meeting. All of the retiring Directors, being eligible, offer themselves for re-election at the Annual General Meeting.

The Nomination Committee has recommended to the Board the nomination of the above-named Directors for re-election as Directors at the forthcoming Annual General Meeting. The Board had accepted the recommendation of the Nomination Committee.

Mr. Koong was appointed as the independent non-executive Director of the Company with effect with 22 February 2021. He brings his experiences, knowledge in accounting and contributes to the Board’s efforts in promoting the best interests of the Company and its Shareholders. Alongside the other independent non-executive Directors, he contributes to ensuring that the interests of all Shareholders are taken into account and that relevant issues are subject to objective and dispassionate consideration by the Board. Upon his appointment, the Company has received a confirmation on independence in accordance with the Listing Rules. Accordingly, the Board considers Mr. Koong is independent pursuant to Rule 3.13 of the Listing Rules and recommends him to be re-elected as an independent non-executive Director at the Annual General Meeting pursuant to Article 114 of the Articles of Association of the Company.

Separate resolutions will be put forward at the Annual General Meeting for the re-election of Ms. Cheng, Dato’ Sri Dr. Hou and Mr. Koong as Directors. Information on the retiring Directors as required to be disclosed under the Listing Rules are set out in Appendix B to this circular.

– 5 –

LETTER FROM THE BOARD

V. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 17 to 21 of this circular.

In accordance with Rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of the Annual General Meeting will be decided by poll. Accordingly, the chairman of the Annual General Meeting will demand a poll on each of the proposed resolutions at the Annual General Meeting pursuant to Article 90 of the Articles of Association. An explanation of the detailed procedures of voting by poll will be provided to the Shareholders at the Annual General Meeting. The Company will publish an announcement of the poll results on the websites of the Stock Exchange and the Company after the Annual General Meeting in accordance with 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). Whether or not you are 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://emeeting.tricor.hk/#/498) by using the username and password provided on the notification letter sent by the Company on 16 April 2021 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 if you so wish.

Registered Shareholders are requested to provide a valid email address of his or her proxy (except appointment of “The Chairman of the Meeting”) for the proxy to receive the login access code to participate online to the e-Meeting System.

VI. RECOMMENDATIONS

The Directors are of the opinion that the proposed appointment of new auditor, the proposed re-election of retiring Directors, the grant of the proposed Share Buy-back Mandate, the proposed Issuance Mandate and the proposed Extension of the Issuance Mandate are all in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

– 6 –

LETTER FROM THE BOARD

VII. 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 Tan Sri Cheng Heng Jem Executive Director & Chairman

– 7 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK 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 Share Buy-back 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$52,690,645 comprising 2,634,532,250 shares of HK$0.02 each. Subject to the passing of ordinary resolution numbered 4 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 Share Buy-back Mandate could accordingly result in up to 263,453,225 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 BUY-BACK

The Directors believe that the proposed Share Buy-back Mandate is in the best 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 Share Buy-back 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 Share Buy-back Mandate at the relevant time, having regard to the circumstances then prevailing.

– 8 –

APPENDIX A

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

(C) FUNDING OF SHARE BUY-BACK

Repurchases must be financed out of funds which are legally available for the purpose in accordance with the Memorandum 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 authorized by the Articles of Association and subject to the Companies Act, out of capital. Any premium on a purchase may be made out of profits of the Company or the share premium account, if so authorized by the Articles of Association and subject to the Companies Act.

(D) IMPACT OF SHARE BUY-BACK

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that share repurchases pursuant to the Share Buy-back 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 intend to exercise the Share Buy-back 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.

– 9 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX A

(E) MARKET PRICES OF SHARES

The highest and lowest market prices per Shares at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

	Share Price (per Share)	Share Price (per Share)
	Highest	Lowest
	HK$	HK$
2020
April	0.430	0.380
May	0.385	0.210
June	0.500	0.315
July	0.475	0.300
August	0.320	0.255
September	0.285	0.198
October	0.255	0.191
November	0.290	0.211
December	0.300	0.225
2021
January	0.300	0.236
February	0.370	0.238
March	0.340	0.260
From 1 April up to the Latest Practicable Date	0.295	0.275

(F) DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

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

No core 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 Share Buy-back Mandate is granted.

– 10 –

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX A

(G) UNDERTAKING OF THE DIRECTORS

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

(H) TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Share Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 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 54.97% of the total issued share capital of the Company. Such 1,448,270,000 Shares comprised of 1,438,300,000 Shares (representing approximately 54.59% of the total issued share capital of the Company) held by PRG Corporation Limited and 9,970,000 Shares (representing approximately 0.38% 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, an 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.

– 11 –

APPENDIX A

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

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 Share Buy-back Mandate, the attributable interests of PRG Corporation Limited would be increased to approximately 60.66% 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 61.08% of the total issued share capital of the Company.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Share Buy-back Mandate to such extent that the public shareholding in the Company would fall below the prescribed minimum percentage required by the Stock Exchange.

(I) SHARE BUY-BACK MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

– 12 –

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 reelection at the Annual General Meeting in accordance with the Articles of Association are set out below:

Juliana Cheng San San , aged 51, was appointed as an Executive Director of the Company on 28 August 2015. Ms. Cheng started her career with the Lion Group in 1995 with stints in Singapore and Malaysia. During her tenure from 1995 to 2004 she held various positions in finance, human resource, administration and business development. In 2004, Ms. Cheng was seconded to Parkson China as Cosmetics Manager and thus, begin her career in the retail industry. She left Parkson China in May 2006 and joined Chanel (China) Co Ltd as the National Accounts Manager for business development in the PRC. In June 2010, she re-joined Parkson China as Regional Director overseeing retail operations in the PRC. She is also a director of various subsidiaries of the Company. During her more than 25 years with Lion Group, Parkson China and Chanel (China) Co Ltd, she has accumulated vast experience and knowledge of the retail and branding industry which enables her to contribute to the Group.

Ms. Cheng graduated with a Bachelor’s Degree in Commerce (Management) from University of Western Sydney, Australia in 1994 and completed a Program for Global Leadership from Harvard Business School in year 2000.

Ms. Cheng is the daughter of Tan Sri Cheng Heng Jem, the Executive Director and Chairman of the Company. From 24 May 2002 to 30 June 2014, Ms. Cheng was an alternate director to Tan Sri Cheng in LTC Corporation Limited (formerly known as “Lion Teck Chiang Limited”), a public listed company then listed in Singapore.

Ms. Cheng has renewed the service agreement with the Company for a term of three years commencing from 28 August 2018 (based on the same terms and conditions). As a Director, Ms. Cheng is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. Ms. Cheng will receive an annual Director’s fee of HK$240,000 and an annual salary with bonus and incentive payment at the discretion of the management as Brand Director of the Group’s branding division.

– 13 –

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

APPENDIX B

During the period when Juliana Cheng San San was a director or within 12 months after her ceasing to act as a director of the following company, such company was put into liquidation:

Name of	Place of	Nature of	Date of
Company	Incorporation	Business	Dissolution	Current Status
Harbin Parkson	The People’s	Department store	1 June 2016	Completed
Retail	Republic of	business in Harbin
Development	China
Company
Limited

The Directors are of the opinion that Ms. Cheng has demonstrated commitment to her role as executive Director of the Company and performed proficiently throughout the years, and therefore determine that the reappointment/continuance of Ms. Cheng as executive Director is in the best interests of the Company and the Shareholders.

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

Dato’ Sri Dr. Hou Kok Chung , aged 58, was appointed as a Non-executive Director and a member of the Audit Committee of the Company on 13 November 2014. Dato’ Sri Dr. Hou was a Member of Parliament and the Deputy Minister of Higher Education Malaysia from 2008 to 2013. He holds the Bachelor and Master of Arts from University of Malaya, while his Ph.D was received from the School of Oriental and African Studies, University of London.

Dato’ Sri Dr. Hou served at University of Malaya from 1990 to 2008 as a lecturer and lastly as Associate Professor. During his tenure in the university, he had been appointed and held positions as Head of Department of East Asian Studies, and Director of Institute of China Studies. He was appointed as an independent non-executive director of Furniweb Holdings Limited, a public listed company on the main board of the Stock Exchange of Hong Kong Limited on 20 September 2017.

Dato’ Sri Dr. Hou was a member of the Senate in the Parliament of Malaysia. He resigned as the Vice President of the Malaysian Chinese Association (MCA) and Chairman of the Institute of Strategic Analysis & Policy Research (INSAP) on 2 December 2018. Dato’ Sri Dr. Hou is the Council Member of both University Tunku Abdul Rahman (UTAR) and Tunku Abdul Rahman University College (TAR UC) and a Guest Professor at Xiamen University China.

– 14 –

APPENDIX B

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

Dato’ Sri Dr. Hou does not have any relationship with any Directors or senior management or substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, Dato’ Sri Dr. Hou does not hold any interest in Shares or underlying Shares within the meaning of Part XV of the SFO.

Dato’ Sri Dr. Hou has entered into a letter of appointment with the Company for a term of three years commencing from 13 November 2020. As a Director, Dato’ Sri Dr. Hou is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. He is entitled to annual Director’s fee of HK$240,000, which was determined by reference to his experience and responsibilities, the Company’s performance and remuneration policy and the prevailing market conditions.

The Directors are of the opinion that Dato’ Sri Dr. Hou has demonstrated commitment to his role as Non-executive Director of the Company and performed proficiently throughout the years, and therefore determine that the reappointment/continuance of Dato’ Sri Dr. Hou as non-executive Director is in the best interests of the Company and the Shareholders.

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

Koong Lin Loong , aged 56, was appointed as an independent non-executive Director on 22 February 2021 and is the member of the Audit Committee and Remuneration Committee of the Company. Mr. Koong is qualified as member of ASEAN Chartered Professional Accountants (ASEAN CPA), the Malaysian Institute of Accountants (MIA), the Certified Practising Accountants Australia (CPA Australia), the Malaysian Institute of Certified Public Accountants (MICPA), the Institute of Internal Auditors Malaysia and Kampuchea Institute of Certified Public Accountants and Auditors (KICPAA), and a fellow member of Chartered Tax Institute of Malaysia (CTIM). He is also an associate member of Chartered Institute of Management Accountants in the United Kingdom (CIMA) and Malaysian Association of Company Secretaries.

– 15 –

APPENDIX B

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

Mr. Koong is an independent non-executive director of Parkson Retail Asia Limited (stock code: SG2D81975377 – O9E), a company listed on the Mainboard of Singapore Exchange Securities Trading Limited, which is an associated corporation of the Company. He has been an independent non-executive director of Oversea Enterprise Berhad (stock code: 0153, a company listed on the ACE Market of Bursa Malaysia Securities Berhad) since 2010. He also has been the audit committee chairman – SME Corporation Malaysia of Ministry of Entrepreneur Development and Cooperatives in Malaysia from 2016 to 2020. From 2013 to 2018, he was the member of the audit committee in Widad Group Bhd, formerly known as Ideal Jacobs (Malaysia) Corporation Berhad, (stock code: 0162, a company listed on the ACE Market of Bursa Malaysia Securities Berhad).

Mr. Koong is the practising Auditor of Ministry of Finance in Malaysia, National Council Member Associated Chinese Chambers of Commerce and Industry of Malaysia (ACCCIM); Head of Taxation Taskforce cum Chairman of ACCCIM Small & Medium Enterprises (SMEs) Committee. He is also a Council Member of CTIM cum Chairman of its Membership Committee, member of Franchise Advisory Committee, Ministry of Domestic Trade and Consumer Affairs in Malaysia, Customs Oversight Committee and Sales & services Tax Technical Committee of Royal Malaysian Customs Department. Currently, Mr. Koong is the Managing Partner and director of Reanda LLKG International, Chartered Accountants. He is also the President of Southeast Asia & South Asia Region of Reanda International Network and the Chairman of its International Tax Panel. He is also a member of the Practice Review Committee of MIA.

Mr. Koong has entered into a letter of appointment with the Company for a term of 3 years commencing from 22 February 2021, unless terminated in accordance with the said letter of appointment. Mr. Koong is entitled to receive a director’s fee of HK$240,000 per annum for services provided to the Company in his capacity as an independent non-executive director and a member of the audit committee and the remuneration committee. Mr. Koong’s remuneration, which is commensurate with his duties and responsibilities held, is approved by the Board with reference to the prevailing market situation for similar appointment.

Save as disclosed above, Mr. Koong does not have any relationship with any Directors or senior management or substantial Shareholders or Controlling Shareholders of the Company and there is no other information which is discloseable 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 2020 have been disclosed in the Company’s Annual Report 2020.

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

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NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Parkson Retail Group Limited (“ Company ”) will be held at 10:00 a.m. on 20 May 2021, Thursday, at Unit 16031604, 16/F Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong (the “ Annual General Meeting ”) for the following purposes:

• (1) To receive and consider the audited consolidated financial statements and the reports of the directors and auditor for the year ended 31 December 2020.

• (2) To re-elect the following directors of the Company (the “ Directors ”) pursuant to the Articles of Association (the “ Articles of Association ”) of the Company:

• (i) To re-elect Ms. Juliana Cheng San San as an executive director of the Company.

• (ii) To re-elect Dato’ Sri Dr. Hou Kok Chung as an non-executive director of the Company.

• (iii) To re-elect Mr. Koong Lin Loong as an independent non-executive director of the Company.

• (iv) To authorize the board of directors to fix the directors’ remuneration.

• (3) To appoint Messrs. Grant Thornton Hong Kong Limited as auditor and authorize the board of directors to fix their remunerations.

• (4) To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolutions:

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NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

“ THAT :

• (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

• (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; 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 of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meetings.”

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NOTICE OF ANNUAL GENERAL MEETING

• (5) To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolutions:

“ THAT :

• (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

• (b) the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period 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 by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of options under a share option scheme of the Company; and

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution 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 of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”

• (6) To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.”

By Order of the Board Tan Sri Cheng Heng Jem Executive Director & Chairman

16 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (a) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the Annual General Meeting. Accordingly, the chairman of the Annual General Meeting will demand a poll on each of the proposed resolutions at the Annual General Meeting pursuant to Article 90 of the Articles of Association. Article 97 of the Articles of Association provides that on a poll, every shareholder present in person or by proxy shall have one vote for each share registered in his name in the register. An explanation of the detailed procedures of conducting a poll will be provided to shareholders at the Annual General Meeting. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the Company (www.parksongroup.com.cn).

• (b) For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Friday, 14 May 2021 to Thursday, 20 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 13 May 2021.

• (c) A member entitled to attend, speak and vote at the Annual General Meeting is entitled to appoint a proxy (who must be an individual) to exercise all or any of his right to attend, speak and vote in his stead. A proxy need not be a member of the Company.

• (d) Brief biographical and explanatory details for the respective Directors who offer themselves for re-election at the Annual General Meeting are set out in the circular dated 16 April 2021 of which this Notice forms part.

• (e) If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at any time between 6:30 a.m. and 7:30 a.m. on the day of the Annual General Meeting, the Annual General Meeting will be adjourned. The Company will post an announcement on the Company’s website (www.parksongroup.com.cn) and the HKEXnews website (www.hkexnews.hk) to notify Shareholders of the date, time and place of the adjourned meeting.

The Annual General Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Annual General Meeting under bad weather conditions bearing in mind their own situations.

• (f) In order to be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://emeeting.tricor.hk/#/498) by using the username and password provided on the notification letter sent by the Company on 16 April 2021 not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be).

Registered Shareholders are requested to provide a valid email address of his or her proxy (except appointment of “The Chairman of the Meeting”) for the proxy to receive the login access code to participate online to the e-Meeting System.

In light of the ongoing COVID-19 pandemic, the Company shall conduct the Annual General Meeting with a combination of in-room meeting and virtual meeting. Shareholders shall have the option of joining our Annual General Meeting either by physical attendance at the Annual General Meeting venue, Unit 1603-1604, 16/F Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong, or online through internet by using their computer, tablet device or smartphone. For registered Shareholders, you can attend, vote and submit questions online. Each registered Shareholder’s personalized login and access code will be sent to him or her under separate copy letter. Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the Annual General Meeting, vote and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.

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