REF Holdings Limited — AGM Information 2019

Apr 10, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any 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 REF Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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.

REF Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1631)

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

Capitalised terms used in the lower portion of this cover page shall have the same respective meanings as those defined in the section headed ‘‘DEFINITIONS’’ of this circular.

A notice convening the 2019 AGM to be held at 7th Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 21 May 2019 at 11:00 a.m. is set out on pages 18 to 23 of this circular. A form of proxy for use in connection with the 2019 AGM is enclosed with this circular. If you are not able to attend the 2019 AGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the 2019 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2019 AGM or its adjournment if you so wish. If you attend and vote in person at the 2019 AGM, the authority of your proxy will be revoked.

11 April 2019

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Extension of the Issue Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2019 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I — BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular will prevail.

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DEFINITIONS

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

• ‘‘2018 AGM’’

the AGM held on 15 May 2018

• ‘‘2019 AGM’’

• the annual general meeting of the Company to be held at 7th Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 21 May 2019 at 11:00 a.m.

• ‘‘AGM’’

the annual general meeting of the Company

• ‘‘Articles of Association’’

• the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

• ‘‘Audit Committee’’ the audit committee of the Company

• ‘‘Board’’ the board of Directors

• ‘‘close associate(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘Company’’

REF Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, whose issued Shares are listed and traded on the Stock Exchange (stock code: 1631)

• ‘‘controlling shareholder’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘core connected person(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘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’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘INED(s)’’ the independent non-executive Director(s)

‘‘Issue Mandate’’ the general mandate proposed to be granted to the Directors at the 2019 AGM to allot, issue and deal with additional Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the relevant resolution granting such mandate

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DEFINITIONS

• ‘‘Latest Practicable Date’’ 4 April 2019, being the latest practicable date for ascertaining certain information prior to the printing of this circular

• ‘‘Listing Date’’ 25 September 2015, the date on which the issued Shares were initially listed on GEM of the Stock Exchange

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

• ‘‘Nomination Committee’’ the nomination committee of the Company

• ‘‘Remuneration Committee’’ the remuneration committee of the Company

• ‘‘Repurchase Mandate’’ the general mandate proposed to be granted to the Directors at the 2019 AGM to repurchase Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the relevant resolution granting such mandate

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• ‘‘Share(s)’’ the ordinary share(s) of nominal or par value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘subsidiary(ies)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘substantial shareholder(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong as amended, supplemented or otherwise modified from time to time

• ‘‘Year’’ the year ended 31 December 2018

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

REF Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1631)

Executive Directors: Ms. Chiu Hok Yu Ms. Kwok Kam Lai

Non-executive Director: Mr. Lau Man Tak (Chairman)

Registered Office: Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Independent Non-executive Directors: Mr. Leung Chi Hung Mr. Wong Kun Kau Mr. Lum Chor Wah Richard

Head Office and Principal Place of Business in Hong Kong: 6th & 7th Floors, Nexxus Building 77 Des Voeux Road Central Hong Kong

11 April 2019

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the 2019 AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the re-election of the retiring Directors.

The purpose of this circular is to give you notice of the 2019 AGM and provide you with the information regarding the above resolutions to be proposed at the 2019 AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

ISSUE MANDATE

Given that the general and unconditional mandate granted to the Directors to issue Shares pursuant to the resolution passed by the Shareholders at the 2018 AGM will lapse at the conclusion of the 2019 AGM, an ordinary resolution will be proposed at the 2019 AGM to

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LETTER FROM THE BOARD

grant the Issue Mandate to the Directors. Based on 256,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2019 AGM, the Directors will be authorised to allot, issue and deal with up to a total of 51,200,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the 2019 AGM. The Issue Mandate, if granted at the 2019 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

REPURCHASE MANDATE

Given that the general and unconditional mandate granted to the Directors to repurchase Shares pursuant to the resolution passed by the Shareholders at the 2018 AGM will lapse at the conclusion of the 2019 AGM, an ordinary resolution will be proposed at the 2019 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate, based on 256,000,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2019 AGM, the Company would be allowed to repurchase a maximum of 25,600,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted at the 2019 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make informed decisions on whether to vote for or against the resolution approving the Repurchase Mandate.

EXTENSION OF THE ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2019 AGM to extend the Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, there were two executive Directors, namely Ms. Chiu Hok Yu and Ms. Kwok Kam Lai; one non-executive Director, namely Mr. Lau Man Tak (‘‘Mr. Lau’’); and three INEDs, namely Mr. Leung Chi Hung, Mr. Wong Kun Kau and Mr. Lum Chor Wah Richard (‘‘Mr. Lum’’).

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LETTER FROM THE BOARD

Article 108(a) of the Articles of Association provides that at each AGM, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, Mr. Lau and Mr. Lum will retire at the 2019 AGM and both of them, being eligible, will offer themselves for re-election at the 2019 AGM.

The biographical details of each of the retiring Directors to be re-elected at the 2019 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

Procedure and Process for Nomination of Directors

The Nomination Committee will recommend to the Board for the appointment of a Director including an INED in accordance with the following procedures and process:

• i. The Nomination Committee will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;

• ii. The Nomination Committee may consult any source it deems appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third party agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to the following (collectively the ‘‘Criteria’’):

• (a) Diversity in the aspects, amongst others, of gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;

• (b) Commitment for responsibilities of the Board in respect of available time and relevant interest;

• (c) Qualifications, including accomplishment and experience in the relevant industries in which the Group’s business is involved;

• (d) Independence;

• (e) Reputation for integrity;

• (f) Potential contributions that the individual can bring to the Board; and

• (g) Plan(s) in place for the orderly succession of the Board.

• iii. The Nomination Committee may adopt any process it deems appropriate in evaluating the suitability of the candidates, such as interviews, background checks and third party reference checks;

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LETTER FROM THE BOARD

• iv. The Nomination Committee will consider a broad range of candidates who are in and outside of the Board’s circle of contacts;

• v. Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;

• vi. The Nomination Committee will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate;

• vii. The Nomination Committee will thereafter make the recommendation to the Board in relation to the proposed appointment, and where a non-executive Director is considered, the Remuneration Committee will make the recommendation to the Board on the proposed remuneration package;

• viii. The Board may arrange for the selected candidate to be interviewed by the members of the Board, who are not members of the Nomination Committee and the Board will thereafter deliberate and decide the appointment as the case may be; and

• ix. All appointment of Directors will be confirmed by the filing of the consent to act as Director of the relevant Director (or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director, as the case may be) with the relevant regulatory authorities, if required.

The Nomination Committee will evaluate and recommend the retiring Director(s) to the Board for re-appointment by giving due consideration to the criteria including but not limited to:

• i. The overall contribution and service of the retiring Director(s) to the Company, including but not limited to the attendance of the meetings of the Board and/or its committees and general meetings of the Company where applicable, in addition to the level of participation and performance on the Board and/or its committees; and

• ii. Whether the retiring Director(s) continue(s) to satisfy the Criteria.

The Nomination Committee will evaluate and recommend candidate(s) for the position(s) of the INED(s) by giving due consideration to the factors including but not limited to those set out in Rules 3.10(2) and 3.13 of the Listing Rules in addition to the Criteria.

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LETTER FROM THE BOARD

Recommendation of the Nomination Committee

The Nomination Committee has assessed and reviewed each of the INEDs’ annual written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them, including Mr. Lum remain independent. In addition, the Nomination Committee has evaluated the performance of each of the retiring Directors for the Year and found their performance satisfactory. The Nomination Committee is also of the view that based on Mr. Lum’s perspectives, skills and experience, he can bring further contributions to the Board and its diversity. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that both the retiring Directors, namely Mr. Lau and Mr. Lum stand for re-election as Directors at the 2019 AGM.

2019 AGM

The Company will convene the 2019 AGM at 11:00 a.m. on Tuesday, 21 May 2019 at 7th Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong, at which the resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the re-election of the retiring Directors. The notice convening the 2019 AGM is set out on pages 18 to 23 of this circular.

A form of proxy for use in connection with the 2019 AGM is enclosed with this circular. If you are not able to attend the 2019 AGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the 2019 AGM or its adjournment. Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the 2019 AGM or its adjournment should he/she/it so wishes. If the Shareholder attends and votes at the 2019 AGM, the authority of the proxy will be revoked.

VOTING BY POLL

Pursuant to Rule 13.39 (4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the 2019 AGM and contained in the notice of the 2019 AGM will be voted by way of a poll by the Shareholders.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable

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LETTER FROM THE BOARD

enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include the number of Shares repurchased under the Repurchase Mandate and (iii) the re-election of the retiring Directors as set out in the notice of the 2019 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2019 AGM as set out in the notice of the 2019 AGM on pages 18 to 23 of this circular.

Yours faithfully, For and on behalf of the Board REF Holdings Limited Lau Man Tak Chairman

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the biographical details of the Directors who will retire as required by the Articles of Association and the Listing Rules and are proposed to be re-elected at the 2019 AGM.

Save as disclosed below, there is no other matter concerning the re-election of each of the retiring Directors that needs to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the provisions of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. LAU Man Tak

Mr. LAU Man Tak, aged 49, is the founder of the Group and was appointed as the chairman of the Board and the non-executive Director on 7 March 2014. He also holds directorships in all the subsidiaries of the Company. His role and responsibility in the Group is strategic planning while he does not involve in the day-to-day management of the business operations. Mr. Lau is a director of Rising Luck Management Limited and Jumbo Ace Enterprises Limited, both being controlling shareholders of the Company.

Mr. Lau graduated from the Hong Kong Polytechnic University with a bachelor’s degree of arts in accountancy in November 1991. He has more than 18 years of experience in finance and accounting. He is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of each of the Association of Chartered Certified Accountants in the United Kingdom (the ‘‘UK’’), The Hong Kong Institute of Directors and the Hong Kong Securities and Investment Institute.

He is currently the chairman and an executive director of TEM Holdings Limited (‘‘TEM’’), a company listed on GEM of the Stock Exchange (stock code: 8346), an independent non-executive director of each of Kingston Financial Group Limited (stock code: 1031) and Synergis Holdings Limited (stock code: 2340), both listed on the Main Board of the Stock Exchange and an independent non-executive director of Chinese Food and Beverage Group Limited (stock code: 8272), a company listed on GEM of the Stock Exchange. In addition, he was an independent non-executive director of Sincere Watch (Hong Kong) Limited (stock code: 444) from June 2012 to December 2016, a company listed on the Main Board of the Stock Exchange.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Lau was a director of the following companies which were all incorporated in Hong Kong prior to their respective dissolution:

		Date of
	Principal	commencement of
	business	winding up
	activity prior	procedure/		Reasons for
Name of companies	to dissolution	Date of dissolution	Means of dissolution	dissolution
Billion Gateways	Investment	Not applicable/	Voluntary	Cessation of business
Limited		1 September 2006	deregistration
			dissolved pursuant
			to the Companies
			(Winding Up and
			Miscellaneous)
			Ordinance
			(‘‘Deregistration’’)
Blandor International	Investment	31 August 1998/	Creditors’ voluntary	Cessation of business
Limited		15 February 2006	winding up	(Note 1)
Champion Era Limited	Investment	Not applicable/	Striking off	Cessation of business
		21 March 2003	dissolved pursuant
			to the Companies
			(Winding Up and
			Miscellaneous)
			Ordinance
			(‘‘Striking Off’’)
Duke Metal Limited	Commodities	Not applicable/	Deregistration	Cessation of business
	trading	2 December 2005
Glad Bright Limited	Investment	Not applicable/	Striking Off	Cessation of business
		6 December 2002
Grandyet Limited	Investment	Not applicable/	Striking Off	Cessation of business
		9 August 2002
Huey Tai Management	Investment	Not applicable/	Striking Off	Cessation of business
Services Limited		12 July 2002
Huey Tai Properties	Investment	Not applicable/	Striking Off	Cessation of business
Management Limited		12 July 2002
Huey Tai Property	Investment	Not applicable/	Striking Off	Cessation of business
Development Limited		12 July 2002
Kingford Investment	Investment	17 July 2002/	Compulsory winding	Cessation of business
Company, Limited		30 August 2007	up	(Note 2)
M. Paris Hong Kong	Fashion retail	11 June 1998/	Creditors’ voluntary	Cessation of business
Limited		10 January 2006	winding up	(Note 1)
New Delicate Printing	Investment	Not applicable/	Striking Off	Cessation of business
Limited		23 March 2007
Nice & Bright Limited	Property	Not applicable/	Deregistration	Cessation of business
	investment	8 August 2014

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APPENDIX I

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Date of

Principal commencement of business winding up activity prior procedure/ Reasons for Name of companies to dissolution Date of dissolution Means of dissolution dissolution

• On Line Education Investment 29 May 2002/ Compulsory winding Cessation of business Limited 29 November 2006 up (Note 3)

• Renouveau (H.K.) Fashion retail 19 February 1998/ Creditors’ voluntary Cessation of business Limited 10 January 2006 winding up (Note 1)

• Richmen Investment Investment Not applicable/ Deregistration Cessation of business Limited 10 January 2014

• Sinoboon Limited Investment Not applicable/ Striking Off Cessation of business 11 October 2002

• Talow Investment Investment Not applicable/ Striking Off Cessation of business Limited 22 November 2002

• Topwayson Company Investment Not applicable/ Striking Off Cessation of business Limited 10 January 2003

• Tradekey Investments Investment Not applicable/ Striking Off Cessation of business Limited 21 March 2003

• Uniwin Company Investment Not applicable/ Striking Off Cessation of business Limited 11 October 2002

Notes:

• (1) Keng Fong Sin Kee Construction and Investment Company Limited (‘‘Keng Fong’’) (presently known as ZH International Holdings Limited) (stock code: 185) was the ultimate holding company of the subject companies and Mr. Lau was the financial controller of Keng Fong and its group companies (‘‘Keng Fong Group’’). Because of the Asia financial crisis in around 1998, the business of Keng Fong Group was heavily affected and Keng Fong Group did not repay its loans. Therefore, the board of directors of Keng Fong decided to wind up the subject companies by means of creditors’ voluntary winding up.

• (2) Mr. Lau was the financial controller of Keng Fong Group, the holding company of Kingford Investment Company, Limited (‘‘Kingford’’). Because of the Asia financial crisis in around 1998, the business of Keng Fong Group was heavily affected and Kingford did not pay its rent. Therefore, Kingford’s then landlord sued against Kingford for the recovery of the sum of approximately HK$0.4 million, being arrears of rent for the period from 1 November 2000 to 30 April 2001.

• (3) Mr. Lau was the financial controller of Keng Fong Group. Keng Fong invested in On Line Education Limited (‘‘On Line Education’’) and nominated Mr. Lau as a director of On Line Education. However, Mr. Lau had never been involved in the management of On Line Education. Later, On Line Education’s business deteriorated and On Line Education did not pay its employees their wages. Therefore, the employees brought an action against On Line Education in the Labour Tribunal for outstanding wages in arrears in the aggregate sum of approximately HK$1.3 million.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Lau confirmed that there is no wrongful act on his part leading to the above dissolutions and is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolutions, and that his involvement in the above companies was part and parcel of his services and that no misconduct or misfeasance had been involved in the dissolution of these companies.

Mr. Lau entered into a letter of appointment with the Company on 12 August 2015 for an initial period from 12 August 2015 to the Listing Date and one year from the Listing Date, which will continue thereafter until terminated in accordance with the terms of the letter of appointment. Mr. Lau is presently entitled to an annual director’s fee of HK$180,000. Mr. Lau is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. His emolument was determined by the Board by reference to his experience, responsibilities and duties within the Company and shall be reviewed annually by the Remuneration Committee.

As at the Latest Practicable Date, Mr. Lau was interested in 192,000,000 Shares, representing 75% of the issued Shares, through his controlled corporations, Rising Luck Management Limited and Jumbo Ace Enterprises Limited, within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lau has not held any other directorships in any listed public company in the past three years nor has he held any other position within the Group.

Save as disclosed above, Mr. Lau does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company.

Mr. LUM Chor Wah Richard

Mr. LUM Chor Wah Richard, aged 59, was appointed as an INED on 12 August 2015. He is the chairperson of the Remuneration Committee as well as a member of each of the Audit Committee and the Nomination Committee. Mr. Lum has over 23 years of experience in the finance industry. Mr. Lum is currently a director of Mayfair & Ayers Opportunity Income Growth Fund (formerly known as CCIB Opportunity Income Growth Fund) and CCIB SPC, both of which are registered funds in the Cayman Islands. He is also a director and a responsible officer (Type 4 and Type 9) of United Gain Investment Limited, a licensed entity in Hong Kong regulated by the Securities and Futures Commission of Hong Kong carrying out Type 4 (Advising on Securities) and Type 9 (Asset Management) regulated activities. He is an independent non-executive director of TEM, a company listed on GEM of the Stock Exchange (stock code: 8346). He was an independent non-executive director of China Solar Energy Holdings Limited (‘‘China Solar’’), a company listed on the Main Board of the Stock Exchange (stock code: 155), from July 2014 to May 2015.

Mr. Lum graduated from The University of Hong Kong with a bachelor’s degree of science in November 1981. He pursued his further studies and obtained a master’s degree in business administration from The Chinese University of Hong Kong in December 1983. In June 2008, he obtained a master’s degree in laws majoring in Economic Law from the Renmin University of China. Mr. Lum has been a fellow member of The Hong Kong Institute of Directors since December 2002, an associate and then a fellow member of the Institute of Financial Accountants in the UK since November 2003 and April 2011, respectively, a certified risk planner of the Institute of Crisis and Risk Management, Hong Kong since March

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

2004, a member and a registered financial planner of the Society of Registered Financial Planners in Hong Kong since September 2002, a qualified financial planner of the Occupational Skill Testing Authority of the People’s Republic of China since December 2006 and a member of the Hong Kong Securities and Investment Institute since May 2014. He has also passed the AMAC Fund Participant Examination organised by the China Securities and Investment Fund Association.

Mr. Lum was a director of the following companies which were all incorporated in Hong Kong prior to their respective dissolution:

		Date of
	Principal	commencement of
	business	winding up
	activity prior	procedure/	Means of	Reasons for
Name of companies	to dissolution	Date of dissolution	dissolution	dissolution
Cheer Alliance Limited	Trading	Not applicable/	Deregistration	Cessation of business
		1 April 2005
CWAP (HK) Limited	Telecom	26 October 2005/	Compulsory	Cessation of business
		26 May 2008	winding up	(Note 1)
Digital Nunet Exchange	Telecom	22 September 2004/	Compulsory	Cessation of business
Limited		30 April 2012	winding up	(Note 1)
Digitel Technologies	Telecom	Not applicable/	Striking Off	Cessation of business
Limited		14 September 2007
Fairate Limited	Property	24 November 1999/	Compulsory	Cessation of business
	investment	6 June 2003	winding up	(Note 2)
Finsen Trading Limited	Trading	Not applicable/	Striking Off	Cessation of business
		3 December 2010
Innovative Development	Investment	Not applicable/	Striking Off	Cessation of business
Company Limited		26 February 2010
Innovative International	Manufacturing	5 August 2002/	Compulsory	Cessation of business
(H.K) Limited	and trading	8 August 2008	winding up	(Note 2)
International	Telecom	Not applicable/	Striking Off	Cessation of business
Communications		20 April 2012
Corporation Limited
Rhino Toys	Toys	5 July 1999/	Compulsory	Cessation of business
Manufacturing Limited	manufacturing	12 April 2010	winding up	(Note 2)
Victorison Logistics	Investment	Not applicable/	Striking Off	Cessation of business
Limited		22 January 2010
Wall Street Financial	Consultancy	Not applicable/	Striking Off	Cessation of business
Consultant Co. Limited		13 July 2007

Notes:

(1) Mr. Lum was a director of Digital World Holdings Limited (‘‘Digital World’’) (presently known as Good Resources Holdings Limited) (stock code: 109), the holding company of the subject companies. In 2003, there was a change in the controlling shareholder of Digital World which subsequently ceased the business of the subject companies. The employees of the subject companies became redundant and

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

the subject companies failed to pay their employees. Therefore, the employees of the subject companies brought an action against the subject companies for all the outstanding amounts in arrears, which consisted of salary and compensation.

• (2) Mr. Lum was an executive director of Innovative International (Holdings) Limited (‘‘Innovative Holdings’’) (presently known as FDG Electric Vehicles Limited) (stock code: 729), the holding company of the subject companies. Subsequently, Mr. Lum was redesignated as a non-executive director of Innovative Holdings and was not involved in the daily management of Innovative Holdings and/or the subject companies. Because of the Asia financial crisis in around 1998, Innovative Holdings was in financial difficulty and was unable to fund the subject companies for repayment of loans or debts. Therefore, (i) a contractor of a property project developed by Fairate Limited brought an action against Fairate Limited for the outstanding amounts in arrears in the approximate amount of HK$6.5 million; (ii) Innovative International (H.K.) Limited eventually defaulted on its banking facilities callable on demand and the bank applied to wind-up Innovative International (H.K.) Limited; and (iii) Rhino Toys Manufacturing Limited was unable to repay a bank loan in the sum of approximately HK$2.4 million and the bank petitioned to wind up Rhino Toys Manufacturing Limited in April 1999.

Mr. Lum confirmed that there is no wrongful act on his part leading to the dissolutions and is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolutions, and that his involvement in the above companies was part and parcel of his services and that no misconduct or misfeasance had been involved in the dissolution of these companies.

As disclosed in the announcement of China Solar dated 31 March 2015, China Solar received a winding-up petition presented by Crown Master International Trading Company Limited (‘‘Crown Master’’) on 26 March 2015. Crown Master claims that China Solar has failed to repay Crown Master a sum of HK$36,667,800, being the principal amount of convertible notes payable by China Solar under an agreement in respect of the acquisition of the entire issued share capital in Stream Fund High-Tech Group Corporation Limited. Mr. Lum was an independent non-executive director of China Solar on the date of which the winding-up petition was received by China Solar and has no personal involvement in the winding-up case or the relevant claim against China Solar.

Mr. Lum entered into a letter of appointment with the Company on 12 August 2015 for an initial term of one year commencing on the Listing Date, which will continue thereafter until terminated in accordance with the terms of the letter of appointment. Mr. Lum is presently entitled to an annual director’s fee of HK$180,000. He is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. His emolument was determined by the Board by reference to his experience, responsibilities and duties within the Company and shall be reviewed annually by the Remuneration Committee.

Save as disclosed above, Mr. Lum has not held any other directorships in any listed public company in the past three years nor has he held any other position within the Group.

As at the Latest Practicable Date, Mr. Lum did not have any interest or short position in the shares, underlying shares or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lum does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement, as required by Rule 10.06 of the Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the 2019 AGM granting the Repurchase Mandate.

The Listing Rules permit companies whose primary listing on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. SHAREHOLDERS’ APPROVAL

All proposed repurchase of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by the shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval.

2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 256,000,000 Shares. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate, and assuming that no further Shares are issued and no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of the 2019 AGM of passing such resolution, the Directors would be authorised to repurchase up to a maximum of 25,600,000 Shares, representing 10% of the total number of the issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

4. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

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EXPLANATORY STATEMENT

APPENDIX II

5. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s funds legally available in accordance with the laws of the Cayman Islands and the Memorandum and Articles of Association for such purpose.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full would not have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2018, being the date of its latest published audited consolidated financial statements. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

7. SHARE PRICES

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

	Traded Price	(HK$)
Month	Highest	Lowest
2018
April	1.77	1.40
May	1.82	1.62
June	1.82	1.53
July	1.56	1.30
August	1.35	1.09
September	1.09	0.95
October	1.02	0.88
November	0.94	0.83
December	1.00	0.92
2019
January	0.98	0.81
February	1.10	0.93
March	1.20	0.99
April (up to and including the Latest Practicable Date)	1.00	1.00

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their respective close associates, have any present intention to sell to the Company any of the Shares if the Repurchase Mandate is approved at the 2019 AGM.

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EXPLANATORY STATEMENT

APPENDIX II

9. UNDERTAKING OF THE DIRECTORS

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 Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

10. EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Jumbo Ace Enterprises Limited was beneficially interested in 192,000,000 Shares, representing 75% of the total number of the issued Shares. Rising Luck Management Limited and Mr. Lau Man Tak, the chairman of the Board and the non-executive Director, own 95% and 5% of the issued share capital of Jumbo Ace Enterprises Limited, respectively. Mr. Lau also owns 76.25% of the issued share capital of Rising Luck Management Limited. Accordingly, each of Rising Luck Management Limited and Mr. Lau was deemed or taken to be interested in all the Shares which were beneficially owned by Jumbo Ace Enterprises Limited for the purpose of the SFO. In the event that the Directors will exercise in full the Repurchase Mandate, the interests in the Company of each of Mr. Lau, Rising Luck Management Limited and Jumbo Ace Enterprises Limited would be increased to approximately 83.33% of the total number of the issued Shares and such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate in whole or in part will result in the aggregate number of the issued Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the Stock Exchange. The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in the number of the Shares held by the public being reduced to less than 25% of the total number of the issued Shares.

11. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

REF Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1631)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of REF Holdings Limited (the ‘‘Company’’ and the ‘‘AGM’’, respectively) will be held at 7th Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 21 May 2019 at 11:00 a.m. (or the adjournment thereof) for the following purposes:

As ordinary businesses

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditors of the Company for the year ended 31 December 2018;

2. 2.(a) (i) To re-elect Mr. Lau Man Tak as a non-executive director of the Company; and

3. (ii) To re-elect Mr. Lum Chor Wah Richard as an independent non-executive director of the Company;

4. 2.(b) To authorise the board of directors of the Company to fix the remuneration of the directors;

5. To re-appoint HLB Hodgson Impey Cheng Limited as the independent auditor of the Company and authorise the board of directors of the Company to fix its remuneration;

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

‘‘THAT:

• (a) subject to paragraph (c) of this Resolution below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the ‘‘Shares’’) or securities convertible into or exchangeable for Shares, or options, for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved and authorised;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this Resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the ‘‘Articles of Association’’) in force from time to time, shall not exceed 20% of the aggregate number of the Shares in issue as at the date of the passing of this Resolution and such approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

‘‘Relevant Period’’ means the period from the date of 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 to be held by the Articles of Association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and

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

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company).’’

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) of this Resolution below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase the issued shares of the Company (the ‘‘Shares’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ‘‘Commission’’) and the Stock Exchange for this purpose, subject to and in accordance with the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws, the Code on Share Buy-backs approved by the Commission and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved and authorised;

• (b) the aggregate number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purposes of this Resolution:

‘‘Relevant Period’’ means the period from the date of 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 to be held by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and

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

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

‘‘THAT conditional upon Resolutions no. 4 and 5 set out in the notice convening this meeting (the ‘‘Notice’’) being passed, the general and unconditional mandate granted to the directors of the Company pursuant to Resolution no. 4 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of the shares in the capital of the Company (the ‘‘Shares’’) repurchased under the authority granted pursuant to Resolution no. 5 set out in the Notice, provided that such amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing this Resolution.’’

By Order of the Board REF Holdings Limited Lau Man Tak Chairman

Hong Kong, 11 April 2019

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office: Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Head Office and Principal Place of Business in Hong Kong:

6th & 7th Floors, Nexxus Building 77 Des Voeux Road Central Hong Kong

Notes:

1. Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the AGM is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person (or in the case of a Member being a corporation, its duly authorised representative) at the AGM or the poll concerned if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the AGM, the form of proxy will be deemed to have been revoked.

3. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or its adjournment.

4. Any corporation which is a Member may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at the AGM. A copy of such resolution, or a form of notice of appointment of corporate representative issued for such purpose or a copy of the relevant power of attorney, together with an up-to-date copy of the Member’s constitutive documents and a list of directors or members of the governing body of the Member as at the date of such resolution, or, as the case may be, power of attorney, in each case certified by a director, secretary or a member of the governing body of that Member and notarised, or, in the case of a form of notice of appointment issued as aforesaid, completed and signed in accordance with the instructions thereon or in the case of a power of attorney, a notarised copy of the relevant authority under which it was signed, shall be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or its adjournment.

5. For determining the entitlement of the Members to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 16 May 2019 to Tuesday, 21 May 2019 (both dates inclusive), during which period no transfer of Shares will be effected. To qualify for attending and voting at the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 15 May 2019.

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NOTICE OF ANNUAL GENERAL MEETING

1. In relation to the proposed Resolution no. 4 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’). The Directors have no immediate plans to issue any new Shares.

2. In relation to the proposed Resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Members. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix II to the Company’s circular dated 11 April 2019 (the ‘‘Circular’’).

3. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll.

4. In case of joint holders of a Share, any one of such joint holders may vote, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the AGM personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

5. (a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 7:00 a.m. and 5:00 p.m. on the date of the AGM, the AGM will be postponed and the Members will be informed of the date, time and venue of the postponed AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

6. (b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before three hours before the time fixed for holding the AGM and where conditions permit, the AGM will be held as scheduled.

7. (c) The AGM will be held as scheduled when a tropical cyclone warning signal No. 3 or below is hoisted or an amber or red rainstorm warning signal is in force.

8. (d) After considering their own situations, the Members should decide on their own as to whether they would attend the AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

As at the date of this Notice, the executive Directors are Ms. Chiu Hok Yu and Ms. Kwok Kam Lai; the non-executive Director is Mr. Lau Man Tak (Chairman); and the independent non-executive Directors are Mr. Leung Chi Hung, Mr. Wong Kun Kau and Mr. Lum Chor Wah Richard.

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