Shaw Brothers Holdings Limited — Proxy Solicitation & Information Statement 2016

Apr 5, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action 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 Meike International Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

MEIKE INTERNATIONAL HOLDINGS LIMITED 美克國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00953)

(1) PROPOSED CHANGE OF COMPANY NAMES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting of the Company (the “Extraordinary General Meeting”) to be held at Forum Room 2-3, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 5 May 2016 at 2:00 p.m. is set out on pages 16 to 18 of this circular. A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.com.hk and the Company at www.meike.cn.

Whether or not you are able to attend the Extraordinary General Meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Extraordinary 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 Extraordinary General Meeting or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

6 April 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Change of Company Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix – Biographical details of retiring Directors proposed to be
re-elected at the Extraordinary General Meeting. . . . . . . . . . . . . . . . . .	8
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company as amended from time to time, and “Article” shall mean an article of the Articles of Association;

“Board”

the board of Directors from time to time;

• “Change of Company Names”

the proposed change of the English name of the Company from “Meike International Holdings Limited” to “Shaw Brothers Holdings Limited” and the adoption of “邵氏兄 弟控股有限公司” as its dual foreign name in Chinese to replace “美克國際控股有限公司”, details of which are set out in the announcement of the Company dated 19 February 2016;

• “Company”

Meike International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed and traded on the main board of the Stock Exchange (Stock Code: 00953);

“Director(s)”

the director(s) of the Company from time to time;

• “EGM” or “Extraordinary General Meeting”

the extraordinary general meeting of the Company to be convened and held at Forum Room 2-3, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 5 May 2016 at 2:00 p.m. or any adjournment thereof to consider and, if thought fit, approve, among other things, the proposed Change of Company Names, and the proposed re-election of Directors;

“Group”

the Company and all of its subsidiaries from time to time;

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

• “Latest Practicable Date”

• 31 March 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;

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DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“PRC”	the People’s Republic of China;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company;
“Shareholder(s)”	holder(s) of the Share(s) from time to time;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subsidiaries”	has the same meaning ascribed to it under the Listing
	Rules;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	per cent.

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LETTER FROM THE BOARD

MEIKE INTERNATIONAL HOLDINGS LIMITED 美克國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00953)

Executive Directors: Dr. Allan Yap (Chairman) Ms. Lok Yee Ling Virginia Mr. Ding Siqiang Ms. Ding Xueleng

Non-executive Directors: Mr. Gu Jiong Mr. Wong Ka Ching Independent non-executive Directors: Mr. Pang Hong Mr. Poon Kwok Hing, Albert Ms. Szeto Wai Ling Virginia

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

Principal place of business in Hong Kong 19/F, Leighton Centre 77 Leighton Road Causeway Bay Hong Kong

6 April 2016

To the Shareholders,

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAMES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the Extraordinary General Meeting involving (i) the Change of Company Names and (ii) the re-election of retiring Directors and to give you the notice of the Extraordinary General Meeting.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAMES

As disclosed in the announcement of the Company dated 19 February 2016 in relation to the Change of Company Names, the Board proposed to change the English name of the Company from “Meike International Holdings Limited” to “Shaw Brothers Holdings Limited” and to adopt “邵氏 兄弟控股有限公司” as its dual foreign name in Chinese to replace “美克國際控股有限公司”.

Conditions for the Change of Company Names

The Change of Company Names takes effect upon the following conditions having been satisfied:

1. the passing of a special resolution by the Shareholders at the Extraordinary General Meeting approving the Change of Company Names; and

2. the issuance of a Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands.

Subject to the satisfaction of the conditions set out above, the Change of Company Names will take effect from the date on which the new English name and the new Chinese name of the Company are entered on the Register of Companies maintained by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Change of Company Names

The Board considers that the Change of Company Names will better reflect the Company’s strategic business plan and its direction of future development. The Board believes that the new names can provide the Company with a more appropriate corporate image and identity which will benefit the Company’s future business development and is in the best interests of the Company and Shareholders as a whole.

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LETTER FROM THE BOARD

Effects of the Change of the Company Names

The Change of Company Names will not affect any rights of the Shareholders or the Company’s daily business operation or its financial position. All existing share certificates of the Company in issue bearing the current name of the Company will, after the Change of Company Names becoming effective, continue to be good evidence of legal title to such Shares and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates printed in the new names of the Company. Upon the Change of Company Names becoming effective, all new share certificates will only be issued in the new names of the Company.

In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Names becoming effective. Further announcement(s) will be made by the Company in relation to the effective dates of the Change of Company Names and the change of the English and Chinese stock short names.

RE-ELECTION OF RETIRING DIRECTORS

According to Article 83(3), any Director appointed by the Board to fill a casual vacancy on the Board shall hold office only until the first general meeting of the Company after his appointment and shall then be eligible for re-election.

(i) Dr. Allan Yap (“Dr. Yap”), was appointed by the Board as executive Director with effect from 11 June 2015 and as the Chairman of the Board with effect from 29 January 2016; (ii) Ms. Lok Yee Ling Virginia (“Ms. Lok”) was appointed by the Board as executive Director with effect from 29 January 2016; (iii) Mr. Gu Jiong (“Mr. Gu”) was appointed by the Board as non-executive Director with effect from 29 January 2016; (iv) Mr. Wong Ka Ching (“Mr. Wong”) was appointed by the Board as executive Director with effect from 11 June 2015 and redesignated as non-executive Director with effect from 14 July 2015; (v) Mr. Pang Hong (“Mr. Pang”) was appointed by the Board as independent non-executive Director with effect from 23 June 2015; (vi) Mr. Poon Kwok Hing, Albert (“Mr. Poon”) was appointed by the Board as independent non-executive Director with effect from 23 June 2015; and (vii) Ms. Szeto Wai Ling Virginia (“Ms. Szeto”) by the Board as independent non-executive Director with effect from 29 January 2016.

Accordingly, Dr. Yap, Ms. Lok, Mr. Gu, Mr. Wong, Mr. Pang, Mr. Poon and Ms. Szeto are subject to re-election at the EGM. Their biographical details are set out in the Appendix to this Circular.

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LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting to be held at Forum Room 2-3, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 5 May 2016 at 2:00 p.m. is set out on pages 16 to 18 of this circular. A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.meike.cn.

Whether or not you are able to attend the Extraordinary General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the Extraordinary 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 Extraordinary General Meeting, or any adjournment thereof, should you so wish.

Voting

Pursuant to Rule 13.39(4) of the Listing Rules, a resolution put to the vote of a general meeting is to be decided by way of a poll except where the chairman of a general meeting, in good faith, decides to allow a resolution which purely relates to a procedural and administrative matter (as defined under the Listing Rules) to be voted on by a show of hand.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/ its votes or cast all the votes he/she/it uses in the same way.

After the conclusion of the Extraordinary General Meeting, the poll results will be published on the websites of the Stock Exchange at www.hkexnews.hk and of the Company at www.meike.cn.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the Extraordinary General Meeting.

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LETTER FROM THE BOARD

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 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 the proposed resolutions set out in the notice of Extraordinary General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting.

GENERAL

Your attention is drawn to the additional information set out in the appendix to this circular.

Yours faithfully

For and on behalf of the Board of Meike International Holdings Limited Dr. Allan Yap Chairman

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APPENDIX BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

Details of the Directors who will retire from office at the Extraordinary General Meeting and being eligible, will offer themselves for re-election at the Extraordinary General Meeting, are set out below:

1. Dr. Allan Yap (“Dr. Yap”), aged 60, was appointed as an executive Director of the Company on 11 June 2015 and was further appointed as the chairman (the “Chairman”) of the Company on 29 January 2016. He holds an honorary degree of doctor of laws and has over 30 years’ experience in finance, investment and banking. Dr. Yap joined Hanny Holdings Limited, a company whose shares are listed on the main board of the Stock Exchange (Stock Code: 275) in 1995. Dr. Yap is currently the chairman and executive director of Hanny Holdings Limited. Dr. Yap is also an executive director as well as the chairman of Rosedale Hotel Holdings Limited, a company whose shares are listed on the main board of the Stock Exchange (Stock Code: 1189). Dr. Yap is the chairman and chief executive officer of China Enterprises Limited, a company whose shares are traded on the OTC Securities Market in the United States of America, as well as Burcon NutraScience Corporation, a company whose shares are listed on the Toronto Stock Exchange in Canada, the Frankfurt Stock Exchange in Germany and NASDAQ Stock Exchange in the United States of America. Dr. Yap is the executive chairman of Hanwell Holdings Limited and Tat Seng Packaging Group Ltd., both companies are listed on the Singapore Exchange Limited. Dr. Yap was also an alternate director of Television Broadcasts Limited, a company whose shares are listed on the main board of the Stock Exchange (Stock Code: 511), until he resigned on 29 December 2015.

Dr. Yap’s appointment as the executive Director is subject to re-election at the first general meeting of the Company after his appointment and the rotation requirements as set out in the Articles of Association. Under the letter of appointment to be entered into between the Company and Dr. Yap, Dr. Yap will be entitled to a director’s fee of HK$600,000 per annum. The director’s fee was recommended by the remuneration committee of the Company (“Remuneration Committee”) and was determined by the Board with reference to the prevailing market conditions, the role of Dr. Yap and his responsibilities.

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APPENDIX BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

Save as disclosed above, Dr. Yap does not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Dr. Yap does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

1. Ms. Lok Yee Ling Virginia (“Ms. Lok”), aged 59, was appointed as an executive Director of the Company on 29 January 2016. She is currently Controller (Production Resources) of Television Broadcasts Limited (“TVB”), a company whose shares are listed on the main board of the Stock Exchange (Stock Code: 511). She first joined TVB in November 2003 as Assistant Controller (Talent), and was promoted to Deputy Controller (Production Resources) in May 2004, and to her current position in January 2008. Ms. Lok has had over 35 years of experience in TV drama production, artist management, production and distribution of motion pictures and the media industry in Hong Kong.

From 1978 to 1982, Ms. Lok started to work as assistant director (Drama) in Commercial Television and Rediffusion Television Limited (“RTV”) and was promoted to director (Drama) in RTV. During this period, she also worked as line producer and production manager for a number of movies. From 1983 to 1993, Ms. Lok took up the positions of line producer and executive producer in sizable movie production companies, including Shaw Brothers (Hong Kong) Limited. From 2009 to 2015, while serving as an executive of TVB, she also worked as executive producer and producer on a number of major movie productions. With years of experience in motion pictures, Ms. Lok has produced more than 40 titles, including a number of major box office hits, such as Let’s Make Laugh（表錯七日 情）, Love in a Fallen City（傾城之戀）, To Be Number One（跛豪）, Prince Charming（青 蛙王子）, Turning Point（Laughing Gor之变節）and 72 Tenants of Prosperity（72家租客）.

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APPENDIX BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

Ms. Lok’s appointment as the executive Director is subject to re-election at the first general meeting of the Company after her appointment and the rotation requirements as set out in the Articles of Association. Ms. Lok will not receive any director’s remuneration for acting as an executive Director.

Save as disclosed above, Ms. Lok does not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Ms. Lok does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

1. Mr. Gu Jiong (“Mr. Gu”), aged 43, was appointed as an non-executive Director of the Company on 29 January 2016. He has been the chief financial officer of CMC Capital Partners, an investment fund specialized in media and entertainment investments in China and globally, from September 2013. CMC Capital Partners is an investment fund managed by Mr. Li Ruigang, who indirectly controls a substantial shareholder of the Company.

Prior to joining CMC Capital Partners, Mr. Gu served as the chief financial officer in BesTV New Media Co., Ltd. (SHSE: 600637), which principally engaged in the provision of technical services, content services and marketing services for television terminals, computer terminals and mobile terminals through media source platforms, from January 2010 to September 2013. He worked in UTStarcom Inc. (NASDAQ: UTSI), which is a global telecom infrastructure provider specializing in the provision of packet optical transport and broadband access products to network operators, from April 2004 to December 2009 and was the corporate controller when he left the company. He also worked in Ernst & Young Shanghai office from July 1995 to April 2004 and was a senior manager of the audit department when he left the firm. Mr. Gu is currently an independent non-executive director of Xinming China Holdings Limited (Stock Code: 2699) and Chen Xing Development Holdings Limited (Stock Code: 2286), both companies listed on the main board of the Stock Exchange.

Mr. Gu has been a non-practicing member of the Chinese Institute of Certified Public Accountants since April 2004. Mr. Gu obtained a bachelor degree in finance management from Fudan University in the PRC in July 1995.

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APPENDIX BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

Mr. Gu’s appointment as the non-executive Director is subject to re-election at the first general meeting of the Company after his appointment and the rotation requirements as set out in the Articles of Association. Mr. Gu will not receive any director’s remuneration for acting as a non-executive Director.

Save as disclosed above, Mr. Gu does not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Save as disclosed, Mr. Gu does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

1. Mr. Wong Ka Ching (“Mr. Wong”), aged 41, was appointed as an executive Director of the Company on 11 June 2015 and was re-designated as a non-executive Director on 14 July 2015. Mr. Wong is also a director each of Goldsmid Limited and Golden Elite Investment Development Limited, both of which are wholly-owned subsidiaries of the Company. He received his Bachelor’s degree in Business Administration (with concentration in Finance) from the Chinese University of Hong Kong and Master’s degree in Finance from London Business School, a postgraduate school of London University. Mr. Wong was the executive director of Jinheng Automotive Safety Technology Holdings Limited, a company whose shares are listed on the main board of the Stock Exchange (Stock Code: 872) from 13 June 2014 to 9 June 2015.

Mr. Wong has a wealth of experience in corporate finance and private equity. Throughout his career, he held various positions at reputable multinational financial institutions and was responsible for fund-raising and deal sourcing in Asia including China.

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APPENDIX BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

Mr. Wong’s appointment as the non-executive Director is subject to re-election at the first general meeting of the Company after his appointment and the rotation requirements as set out in the Articles of Association. Under the letter of appointment to be entered into between the Company and Mr. Wong, Mr. Wong will be entitled to a director’s fee of HK$360,000 per annum. The director’s fee was recommended by the Remuneration Committee and was determined by the Board with reference to the prevailing market conditions, the role of Mr. Wong and his responsibilities.

Save as disclosed above, Mr. Wong does not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Mr. Wong does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

1. Mr. Pang Hong (“Mr. Pang”), aged 62, was appointed as an independent non-executive Director of the Company on 23 June 2015. He is also the chairman of the nomination committee of the Company (the “Nomination Committee”), a member of the audit Committee of the Company (the “Audit Committee”), and a member of the Remuneration Committee. He had worked for various enterprises and government departments in PRC for over 20 years. He has substantial knowledge of the investment environment in PRC and has extensive experience in the management of Chinese companies. He is currently the independent non-executive directors of SMI Holdings Group Limited (Stock Code: 198), and Sino Haijing Holdings Limited (Stock Code: 1106), both companies listed on the main board of the Stock Exchange.

Mr. Pang was also a former independent non-executive director of Dragonite International Limited (Stock Code: 329), a company whose shares are listed on the main board of the Stock Exchange, from 17 January 2001 to 29 February 2012.

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APPENDIX BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

Mr. Pang’s appointment as the independent non-executive Director is subject to reelection at the first general meeting of the Company after his appointment and the rotation requirements as set out in the Articles of Association. Under the letter of appointment to be entered into between the Company and Mr. Pang, Mr. Pang will be entitled to a director’s fee of HK$120,000 per annum. The director’s fee was recommended by the Remuneration Committee and was determined by the Board with reference to the prevailing market conditions, the role of Mr. Pang and his responsibilities.

Mr. Pang has confirmed that he meets the independence criteria pursuant to Rule 3.13 of the Listing Rules.

Save as disclosed above, Mr. Pang does not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Mr. Pang does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

1. Mr. Poon Kwok Hing, Albert (“Mr. Poon”), aged 54, was appointed as an independent nonexecutive Director of the Company on 23 June 2015. He is also the chairman of the Audit Committee, a member of the Remuneration Committee and a member of the Nomination Committee. He is currently the independent non-executive directors of the Rosedale Hotel Holdings Limited (stock code: 1189) and Hanny Holdings Limited (stock code: 275), both companies listed on the main board of the Stock Exchange. Mr. Poon graduated from the University of Bath, United Kingdom with a Master of Science degree in Business Administration. He is a member of the Hong Kong Institute of Certified Public Accountants and a member of the CPA Australia.

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APPENDIX BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

Mr. Poon’s appointment as the independent non-executive Director is subject to reelection at the first general meeting of the Company after his appointment and the rotation requirements as set out in the Articles of Association. Under the letter of appointment to be entered into between the Company and Mr. Poon, Mr. Poon will be entitled to a director’s fee of HK$120,000 per annum. The director’s fee was recommended by the Remuneration Committee and was determined by the Board with reference to the prevailing market conditions, the role of Mr. Poon and his responsibilities.

Mr. Poon has confirmed that he meets the independence criteria pursuant to Rule 3.13 of the Listing Rules.

Save as disclosed above, Mr. Poon does not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Mr. Poon does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company and he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

1. Ms. Szeto Wai Ling Virginia (“Ms. Szeto”), aged 53, was appointed as an independent non-executive Director of the Company on 29 January 2016. She is also the chairman of the Remuneration Committee, a member of the Audit Committee and a member of the Nomination Committee. She is a practicing solicitor in Hong Kong and a solicitor of the Supreme Court of England and Wales. She is currently the sole practitioner of Szeto Virginia & Co, Solicitors. Ms. Szeto holds a Bachelor of Laws Degree from Oxford Brookes University and a Master of Science Degree in Criminal Justice Policy from The London School of Economics and Political Science.

She is currently an executive director of Sino Haijing Holdings Limited, a company whose shares are listed on the main board of the Stock Exchange (Stock Code: 1106) from 19 March 2015. She was a former independent non-executive director of SMI Culture Group Holdings Limited (former name: Qin Jia Yuan Media Services Company Limited) (Stock

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APPENDIX BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE EXTRAORDINARY GENERAL MEETING

Code: 2366) from 31 August 2012 to 27 August 2013. Ms. Szeto was also the Head of Legal Department of New World Development Company Limited (Stock Code: 0017), both companies listed in the main board of the Stock Exchange.

Ms. Szeto’s appointment as the independent non-executive Director is subject to reelection at the first general meeting of the Company after her appointment and the rotation requirements as set out in the Articles of Association. Under the letter of appointment to be entered into between the Company and Ms. Szeto, Ms. Szeto will be entitled to a director’s fee of HK$120,000 per annum. The director’s fee was recommended by the Remuneration Committee and was determined by the Board with reference to the prevailing market conditions, the role of Ms. Szeto and her responsibilities.

Ms. Szeto has confirmed that she meets the independence criteria pursuant to Rule 3.13 of the Listing Rules.

Save as disclosed above, Ms. Szeto does not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Ms. Szeto does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company and she has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

MEIKE INTERNATIONAL HOLDINGS LIMITED 美克國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00953)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Meike International Holdings Limited (the “Company”) will be held at Forum Room 2-3, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 5 May 2016 at 2:00 p.m. (or any adjournment thereof) for the following purposes:

ORDINARY RESOLUTIONS

1. (a) To re-elect Dr. Allan Yap as an executive director of the Company;

2. (b) To re-elect Ms. Lok Yee Ling Virginia as an executive director of the Company;

3. (c) To re-elect Mr. Gu Jiong as a non-executive director of the Company;

4. (d) To re-elect Mr. Wong Ka Ching as a non-executive director of the Company;

5. (e) To re-elect Mr. Pang Hong as an independent non-executive director of the Company;

6. (f) To re-elect Mr. Poon Kwok Hing, Albert as an independent non-executive director of the Company;

7. (g) To re-elect Ms. Szeto Wai Ling Virginia as an independent non-executive director of the Company; and

8. (h) To authorize the board of directors of the Company to fix the remuneration of the director of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

1. To consider and, if thought fit, pass the following resolution as a special resolution:

“ THAT subject to the necessary approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be and is hereby changed from “Meike International Holdings Limited” to “Shaw Brothers Holdings Limited” and “邵氏 兄弟控股有限公司” be and is hereby adopted as the dual foreign name of the Company in Chinese to replace “美克國際控股有限公司” (the “Change of Company Name”) with effect from the date of entry of the new English name and the dual foreign name on the Register of Companies maintained by the Registrar of Companies in the Cayman Islands, and any one Director be and is hereby authorised to do all such acts, deeds and things and execute all such documents he/she considers necessary or expedient in connection with the implementation of or giving effect to the Change of Company Name.”

By Order of the board of Directors of Meike International Holdings Limited Dr. Allan Yap Chairman

Hong Kong, 6 April 2016

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

Principal place of business in Hong Kong: 19/F, Leighton Centre 77 Leighton Road Causeway Bay Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint another person as his proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/ her behalf. A proxy need not be a shareholder of the Company but must be present in person at the Extraordinary General Meeting to represent the shareholder. A shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the Extraordinary General Meeting. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.

2. Where there are joint registered holders of any Shares, any one of such joint holders may vote at the Extraordinary General Meeting (or at any adjournment thereof), either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting 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, and 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.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the Extraordinary General Meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the Extraordinary General Meeting or any adjournment thereof, should he/she so wish.

4. A form of proxy in respect of the meeting is enclosed. Whether or not you intend to attend the meeting in person, all shareholders are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting if they so wish.

5. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the above meeting.

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