Regal Partners Holdings Limited — Proxy Solicitation & Information Statement 2018

Aug 14, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

MORRIS HOLDINGS LIMITED 慕 容 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1575)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Morris Holdings Limited (the ‘‘Company’’) will be held at Room 6707, 67/F, The Center, 99 Queen’s Road Central, Hong Kong at 9:30 a.m. on Friday, 31 August 2018 for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

• (a) the sale and purchase agreement (the ‘‘Sale and Purchase Agreement’’) dated 4 July 2018 entered into among 慕容集團有限公司 (Morris Group Co. Ltd*) (as vendor), Morris Holdings Limited (as purchaser) and Mr. Zou Gebing (as warrantor) in relation to the sale and purchase of all the issued and outstanding common stock of Jennifer Convertibles Inc. at the consideration of US$35 million (the ‘‘Acquisition’’) (a copy of which is produced to the meeting marked ‘‘A’’ and initialled by the chairman of this meeting for the purpose of identification), and all transactions contemplated under or referred to in the Sale and Purchase Agreement and in connection therewith and any other agreements or documents in connection therewith be and are hereby approved, confirmed and/or ratified; and

• (b) any one director of the Company or the secretary be and is hereby authorised for and on behalf of the Company to do all such acts and things as he/she or they may in his/her or their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or assist the Company to implement and/or give effect to the Sale and Purchase Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection with the Sale and Purchase Agreement and/or any further agreement or document as mentioned in paragraph (a) of this resolution and/ or the transactions contemplated thereunder and all other matters incidental thereto,

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including agreeing and making any modification, amendments, waivers, variations or extensions of the Sale and Purchase Agreement and/or any further agreement or document as mentioned in paragraph (a) of this resolution and/or the transactions contemplated thereunder.’’

Hong Kong, 14 August 2018

Registered office: Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Principal place of business in Hong Kong: Unit 6707, 67/F, The Center, 99 Queen’s Road Central, Hong Kong

By Order of the Board of Morris Holdings Limited Mr. Wu Yueming Executive Director

Notes:

1. A shareholder of the Company entitled to attend and vote at the extraordinary general meeting (the ‘‘EGM’’) is entitled to appoint one or more proxies, if holding two or more shares, to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company shall, in respect of such share, be entitled alone to vote in respect thereof.

3. The register of members of the Company will be closed from Tuesday, 28 August, to Friday, 31 August 2018, both days inclusive, during which period no transfer of shares will be effected. As such, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Monday, 27 August 2018 for the purpose of determining shareholders’ eligibility to attend and vote at the EGM.

4. A form of proxy for use at the EGM is enclosed with the circular to the shareholders.

5. In order to be valid, a proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited of level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the EGM or adjourned meeting or poll (as the case may be).

6. Completion and return of a proxy form will not preclude a shareholder from attending and voting in person if he is subsequently able to be present and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

7. The ordinary resolution set out above will be determined by way of a poll.

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As at the date of this announcement, the executive Directors are Mr. ZOU Gebing, Mr. SHEN Zhidong, Mr. ZENG Jin and Mr. WU Yueming; and the independent non-executive Directors are Mr. HUANG Wenli, Mr. LIU Haifeng and Mr. SHAO Shaomin.

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