SmarTone Telecommunications Holdings Limited

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SmarTone Telecommunications Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 00315)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES FINAL DIVIDEND RE-ELECTION OF DIRECTORS ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Tuesday, 2 November 2021 at 10:00 a.m. is set out on pages 29 to 34 of this circular. Whether or not you are able to attend the Annual General Meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 10:00 a.m. on Friday, 29 October 2021 or not less than 48 hours before the time appointed for holding any adjourned Annual General Meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment thereof should you so wish.

Shareholders or proxies who attend the Annual General Meeting in person will each receive ONE corporate gift as a token of the Company’s appreciation. If a shareholder is also appointed as proxy/proxies of other shareholder(s), or a proxy represents multiple shareholders, the number of corporate gifts each of the aforesaid shareholder or proxy will receive is limited to FIVE.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, certain precautionary measures will be implemented at the Annual General Meeting including, without limitation:

(i) compulsory body temperature screening; (ii) mandatory wearing of face mask throughout the Annual General Meeting; (iii) mandatory health declaration; (iv) no refreshments or drinks will be provided at the Annual General Meeting; and (v) attendees will be assigned to a designated seating area and the seating capacity will also be limited to ensure social distancing.

Attendees who (a) do not comply with any of the precautionary measures referred to (i) to (iii) above; (b) are subject to any Hong Kong Government prescribed quarantine or have close contact with any person under quarantine; or (c) have any flu-like symptoms may be denied entry to the meeting venue at the absolute discretion of the Company.

For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy and to return their forms of proxy by the time specified above, instead of attending the Annual General Meeting in person.

Subject to the development of COVID-19, the Company may implement further procedures and precautionary measures at short notice and may issue further announcement as appropriate.

29 September 2021

CONTENTS

			Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Appendix I	—	Explanatory Statement on the Repurchase Mandate. . . . . . .	11
Appendix II	—	Information on Retiring Directors
		Proposed for Re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix III	—	Summary of the Principal Terms of
		the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . .	18
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			29

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting to be held at 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Tuesday, 2 November 2021 at 10:00 a.m. or any adjournment thereof;

“associate”

has the meaning ascribed thereto in the Listing Rules;

“Auditors” the auditors for the time being of the Company;
“Board”

the board of Directors (and when such defined term is used in the context of Appendix III to this circular, shall also include any duly authorized committee of the board of Directors);

“Business Day”

a day on which the Stock Exchange is open for the trading of securities;

“Bye-laws”

the bye-laws of the Company (as amended from time to time);

“close associate”
has the meaning ascribed thereto in the Listing Rules;
“Companies Act”
the Companies Act 1981 of Bermuda;
“Companies Ordinance”
the Companies Ordinance, Chapter 622 of the Laws of Hong Kong;
“Companies (Winding Up and Miscellaneous Provisions) Ordinance”
the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong;
“Company”
SmarTone Telecommunications Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange;
“connected person”

has the meaning ascribed thereto in the Listing Rules;

“core connected person”

has the meaning ascribed thereto in the Listing Rules;

“Director(s)”
the director(s) of the Company;

– 1 –

DEFINITIONS

“Existing Share Option Scheme”
“Grantee”
“Group”
“HK$”
“Hong Kong”
“Latest Practicable Date”
“Listing Rules”
“New Share Option Scheme”
“Offer Date”
“Option”
“Option Period”

the existing share option scheme of the Company adopted on 2 November 2011;

any Participant who accepts the offer of the grant of any Option in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person entitled to any such Option in consequence of the death of the original Grantee;

the Company and its Subsidiaries;

Hong Kong dollars, the lawful currency of Hong Kong;

the Hong Kong Special Administrative Region of the People’s Republic of China;
20 September 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
the Rules Governing the Listing of Securities on the Stock Exchange as may be amended, supplemented or modified from time to time, which are applicable to companies listed on the main board of the Stock Exchange;
the share option scheme proposed to be adopted at the Annual General Meeting, the principal terms of which are summarized in Appendix III to this circular;
the Business Day on which the offer of an Option is made to a Participant as determined in accordance with Paragraph 3.2 of Appendix III to this circular;
an option to subscribe for Shares granted pursuant to the New Share Option Scheme;
a period, in relation to any Option, to be notified by the Board to the Grantee, which shall not be more than 10 years from the Offer Date;

– 2 –

DEFINITIONS

“Participant”

any employee, agent, consultant or representative of the Company or any of the Subsidiaries, including any director of the Company or any of the Subsidiaries who has made valuable contribution to the growth of the Group based on his work experience, industry knowledge, performance, business connections or other relevant factors;

“Scheme Period” the period of 10 years commencing on the date on which the New Share Option Scheme is conditionally adopted by resolution of the Shareholders at the Annual General Meeting;
“Securities and Futures Ordinance” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Share(s)”
ordinary share(s) of HK$0.10 each (or of such other nominal or par value as shall result from a sub-division or a consolidation of such shares from time to time) in the capital of the Company;
“Shareholder(s)” holder(s) of Share(s);
“SHKP”
Sun Hung Kai Properties Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Subscription Price”
the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option as described in Paragraph 4 of Appendix III to this circular, subject to adjustment in accordance with the terms of the New Share Option Scheme, but in any event such price shall not be less than the nominal or par value of a Share;
“Subsidiary”

a company which is for the time being and from time to time a subsidiary (within the meaning of section 15 of the Companies Ordinance or section 86 of the Companies Act) of the Company whether incorporated in Hong Kong, Bermuda or elsewhere;

– 3 –

DEFINITIONS

“substantial	shareholder”	has	the meaning ascribed thereto in the Listing Rules;
“Takeovers	Code”	the	Hong Kong Code on Takeovers and Mergers; and
“%”		per	cent.

– 4 –

LETTER FROM THE BOARD

SMARTONE TELECOMMUNICATIONS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00315)

Directors:

KWOK Ping-luen, Raymond, Chairman
CHEUNG Wing-yui, Deputy Chairman FUNG Yuk-lun, Allen, Deputy Chairman CHAU Kam-kun, Stephen

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

David Norman PRINCE
SIU Hon-wah, Thomas
John Anthony MILLER
LI Ka-cheung, Eric, JP
NG Leung-sing, JP
GAN Fock-kin, Eric
IP YEUNG See-ming, Christine
LAM Kwok-fung, Kenny

Principal Office in Hong Kong: 31st Floor Millennium City 2 378 Kwun Tong Road Kwun Tong Kowloon Hong Kong

LEE Yau-tat, Samuel
Non-Executive Director
Independent Non-Executive Director

29 September 2021

To: the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES FINAL DIVIDEND RE-ELECTION OF DIRECTORS ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the Annual General Meeting, resolutions will be proposed to approve, inter alia, (i) the grant of general mandates to repurchase and issue Shares (including the extension of the general mandate to issue Shares by the number of Shares repurchased); (ii) the payment of final dividend; (iii) the re-election of Directors; and (iv) the adoption of the New Share Option Scheme. The purpose of this circular is to give Shareholders notice of the Annual General Meeting and information relating to the resolutions to be proposed.

– 5 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 4 November 2020, ordinary resolutions were passed granting general mandates to the Directors to repurchase Shares; and to allot, issue and deal with additional Shares and those Shares repurchased by the Company.

In accordance with the provisions of the Listing Rules and the terms of the existing general mandates, the existing general mandates shall lapse if, inter alia, they are revoked or varied by an ordinary resolution of the Shareholders in general meeting or at the conclusion of the next annual general meeting, whichever is earlier.

The existing general mandates will lapse at the conclusion of the Annual General Meeting. Accordingly, ordinary resolutions will be proposed at the Annual General Meeting to grant new general mandates to the Directors (i) to allot, issue and deal with Shares not exceeding 10 per cent. of the total number of issued Shares as at the date of passing the resolution; (ii) to repurchase Shares not exceeding 10 per cent. of the total number of issued Shares as at the date of passing the resolution; and (iii) extending the general mandate to issue Shares by the number of Shares repurchased.

Details of the new general mandates proposed are set out in Ordinary Resolutions nos. 5, 6 and 7 as referred to in the notice of the Annual General Meeting set out in pages 29 to 34 of this circular.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed new general mandate to repurchase Shares is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.

DIVIDEND

The Board has recommended the payment of a final dividend of HK$0.155 per share for the year ended 30 June 2021, subject to Shareholders’ approval at the Annual General Meeting. The proposed final dividend will be paid in cash on or about Friday, 19 November 2021 to Shareholders whose names appear on the Register of Members of the Company as at the close of business on Wednesday, 10 November 2021.

RE-ELECTION OF DIRECTORS

According to the Bye-laws and the requirements of the Listing Rules, at each annual general meeting, one-third of the Directors, including the chairman and the chief executive officer of the Company, are subject to retirement by rotation and re-election. Further, every Director should be subject to retirement by rotation at least once in every three years. Besides, any newly appointed Director shall hold office only until the next general meeting and shall be eligible for re-election at the then general meeting.

– 6 –

LETTER FROM THE BOARD

Mr. Cheung Wing-yui, Mr. David Norman Prince, Mr. Siu Hon-wah, Thomas, Mr. Gan Fock-kin, Eric and Mr. Lee Yau-tat, Samuel will retire at the Annual General Meeting pursuant to the Bye-laws and the requirements of the Listing Rules and, being eligible, will offer themselves for re-election. Details of these Directors are set out in Appendix II to this circular.

THE NEW SHARE OPTION SCHEME

On 2 November 2011, the Company adopted the Existing Share Option Scheme, which will expire on 1 November 2021. In order to ensure continuity of a share option scheme for the Company for staff incentives and rewarding Participants that are valuable to the Group, the Board proposes to adopt the New Share Option Scheme at the Annual General Meeting.

As at the Latest Practicable Date, there was no outstanding options under the Existing Share Option Scheme.

The purpose of the New Share Option Scheme is to provide incentive to Participants to contribute to the Group and/or to enable the Group to recruit and/or retain high-caliber employees and attract human resources that are valuable to the Group or are expected to contribute to the business development of the Group.

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, approve the adoption of the New Share Option Scheme. So far as the Directors are aware of, as at the Latest Practicable Date, none of the Shareholders is required to abstain from voting for the said resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,110,988,601 Shares. Assuming that the issued share capital of the Company will remain unchanged from the Latest Practicable Date up to the date of adoption of the New Share Option Scheme, the maximum number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other schemes of the Company, if any, in aggregate will be 111,098,860 Shares, representing 10% of the Shares in issue as at the date of adoption of the New Share Option Scheme.

The Directors consider that it is not appropriate to state the value of all the Options that can be granted under the New Share Option Scheme as if they had been granted at the Latest Practicable Date, given that the variables which are crucial for the calculation of the value of such Options cannot be determined. The variables which are crucial for the determination of the value of such Options include the Subscription Price for the Shares to be issued upon the exercise of the Options, the timing of the grant of such Options and whether or not such Options, if granted, will be exercised by the Grantees. Thus, the Directors are of the view that the value of the Options that can be granted pursuant to the New Share Option Scheme depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical bases and speculative assumptions. Accordingly, the Directors believe that any calculation of the value of the Options will not be meaningful and may be misleading to the Shareholders in the circumstances.

– 7 –

LETTER FROM THE BOARD

Although the New Share Option Scheme is not subject to any performance target and does not prescribe any minimum period for which an Option must be held before it can be exercised, the Board believes that:

(i) the requirement for a minimum Subscription Price (which is summarized in Paragraph 4.1 in Appendix III);
(ii) the selection criteria prescribed by the scheme rules (which are summarized in Paragraph 3.1 in Appendix III); and
(iii) the necessary conditions that may be imposed by the Board as it thinks fit when offering to grant an Option to any Participant (including specifying specific performance targets),

will serve to protect the value of the Shares as well as to achieve the purpose of the New Share Option Scheme.

None of the Directors is a trustee of the New Share Option Scheme or has any direct or indirect interest in the trustees of the New Share Option Scheme, if any.

The New Share Option Scheme will take effect upon satisfaction of the following conditions:

(i) the passing of an ordinary resolution by the Shareholders at the Annual General Meeting approving the adoption of the New Share Option Scheme;
(ii) the passing of an ordinary resolution by the shareholders of SHKP (being the Company’s holding company whose shares are listed on the Stock Exchange) at the general meeting approving the adoption of the New Share Option Scheme; and
(iii) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the new Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

An application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the new Shares to be issued pursuant to the exercise of the Options to be granted under the New Share Option Scheme.

A summary of the principal terms of the New Share Option Scheme is set out in Appendix III to this circular. A copy of the New Share Option Scheme will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company from 19 October 2021 and up to and including the date of the Annual General Meeting, and will also be available for inspection at the Annual General Meeting.

– 8 –

LETTER FROM THE BOARD

The Company will comply with the relevant Listing Rules from time to time in force in respect of the New Share Option Scheme and any other share option scheme(s) of the Company or any of the Subsidiaries.

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting is set out on pages 29 to 34 of this circular.

Pursuant to Bye-law 66 of the Bye-laws, at any general meeting, a resolution put to the vote of the meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting in person, please complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 10:00 a.m. on Friday, 29 October 2021 or not less than 48 hours before the time appointed for holding any adjourned Annual General Meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Thursday, 28 October 2021 to Tuesday, 2 November 2021, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 27 October 2021.

For determining the entitlement to the proposed final dividend, the Register of Members of the Company will be closed for one day on Wednesday, 10 November 2021 during which no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at

– 9 –

LETTER FROM THE BOARD

Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 9 November 2021.

RECOMMENDATION

The Directors believe that the grant of the general mandates to issue and repurchase Shares (including the extension of the general mandate to issue Shares by the number of Shares repurchased), the payment of final dividend, the re-election of the retiring Directors who offer themselves for re-election and the adoption of the New Share Option Scheme are in the interests of the Company and the Shareholders. Accordingly, the Board recommends Shareholders to vote in favor of all of these resolutions to be proposed at the Annual General Meeting.

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.

Yours faithfully, For and on behalf of the board of

SmarTone Telecommunications Holdings Limited Kwok Ping-luen, Raymond Chairman

This circular is in English and Chinese. In the case of any inconsistency, the English version shall prevail.

– 10 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed new general mandate for repurchase of Shares to be granted to the Directors.

1. EXERCISE OF THE REPURCHASE MANDATE

Resolution 6 set out in the notice of the Annual General Meeting will, if passed, give a general unconditional mandate to the Directors authorizing the repurchase by the Company of up to 10 per cent. of the total number of Shares in issue at the date of passing such resolution at the Annual General Meeting (the “ Repurchase Mandate ”), at any time until the end of the Relevant Period as defined in paragraph (D) of such resolution.

Accordingly, exercise in full of the Repurchase Mandate (on the basis of 1,110,988,601 Shares in issue as at the Latest Practicable Date) would result in up to 111,098,860 Shares being repurchased by the Company during the Relevant Period.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company’s net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company will apply internally generated funds which are legally available for such purpose in accordance with the laws of Bermuda and the memorandum of association and bye-laws of the Company and the Listing Rules.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 30 June 2021) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. SHARE REPURCHASE

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

– 11 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

5. SHARE PRICES

The highest and lowest prices at which Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

							Highest	Lowest
							HK$	HK$
2020
September							4.30	4.08
October							4.25	4.12
November							4.54	4.12
December							4.40	4.12
2021
January							4.40	4.11
February							5.10	4.12
March							5.12	4.44
April							4.85	4.51
May							4.71	4.50
June							4.80	4.52
July							4.68	4.32
August							4.49	4.30
September	(up	to	the	Latest	Practicable	Date)	4.70	4.38

6. EFFECT OF THE TAKEOVERS CODE

If as a result of share repurchase by the Company, a substantial shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Sun Hung Kai Properties Limited (“ SHKP ”), which is the controlling shareholder of the Company held approximately 72.58% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full, the interests of SHKP would be increased to approximately 80.64% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. In addition, in view of the public float requirement under the Listing Rules which requires at least 25% of the issued share capital of the Company to be held by the public, the Directors will use their best endeavors to ensure that the Repurchase Mandate will not be exercised to the extent that the Company will infringe such minimum public float requirement.

– 12 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any purchases pursuant to the Repurchase Mandate.

7. GENERAL

None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any of their associates currently intends to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by Shareholders.

The Directors have undertaken to the Stock Exchange that, as far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

No connected persons have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.

– 13 –

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following are the particulars of the retiring Directors (the “ Retiring Directors ”) proposed to be re-elected at the Annual General Meeting.

CHEUNG Wing-yui Deputy Chairman & Non-Executive Director

Mr. Cheung Wing-yui (aged 71) was appointed Director of the Company in March 2003. Mr. Cheung received a Bachelor of Commerce degree in accountancy from The University of New South Wales, Australia and is a member of the CPA Australia. He has been a practicing solicitor in Hong Kong since 1979 and is a consultant of the law firm Woo Kwan Lee & Lo. Mr. Cheung was also admitted as a solicitor in the United Kingdom and as an advocate and solicitor in Singapore.

Mr. Cheung is a vice chairman and a non-executive director of SUNeVision Holdings Ltd. He is also a non-executive director of Tai Sang Land Development Limited, Tianjin Development Holdings Limited and Transport International Holdings Limited. Mr. Cheung was an independent non-executive director of Hop Hing Group Holdings Limited and Agile Group Holdings Limited. He is a non-executive director of Sun Hung Kai Properties Insurance Limited, which is a wholly-owned subsidiary of Sun Hung Kai Properties Limited.

Mr. Cheung is currently a member of Sponsorship & Development Fund Committee and a court member of Hong Kong Metropolitan University (formerly known as The Open University of Hong Kong), a director of the Community Chest of Hong Kong Limited, and an honorary council member of The Hong Kong Institute of Directors Limited. He had held the positions of deputy chairman of the council of Hong Kong Metropolitan University, the deputy chairman of The Hong Kong Institute of Directors Limited, a director of Po Leung Kuk, the vice chairman of the Mainland Legal Affairs Committee of The Law Society of Hong Kong and a member of the Board of Review (Inland Revenue Ordinance).

Mr. Cheung was awarded the Bronze Bauhinia Star (BBS) in 2013.

Mr. Cheung was awarded an honorary degree of Doctor of Business Administration from Hong Kong Metropolitan University in 2016.

For the financial year ended 30 June 2021, Mr. Cheung is entitled to receive a fee of HK$162,000.

As at the Latest Practicable Date, Mr. Cheung has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

David Norman PRINCE Non-Executive Director

Mr. David Prince (aged 70) was appointed Director of the Company in July 2005. Mr. Prince has over 20 years’ experience of operating at board level in an international environment. Mr. Prince is a member of the Chartered Institute of Management Accountants (UK) and the Chartered Institute of Purchasing and Supply (UK). He is a non-executive director of

– 14 –

INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

SUNeVision Holdings Ltd. He is also a director of Wilson Group Limited and a consultant of Sun Hung Kai Real Estate Agency Limited, both are wholly-owned subsidiaries of Sun Hung Kai Properties Limited.

Mr. Prince is currently a non-executive director and a member of the audit committee and the governance and nomination committee of Adecco SA which is the global leader in human resources services.

Mr. Prince was group finance director of Cable and Wireless plc. until December 2003 and prior to this, spent some 12 years working in the telecommunications industry in Hong Kong, Mainland China and Asia. From 1994 to 2000 he was finance director and latterly deputy chief executive officer of Hong Kong Telecommunications Limited until it was acquired by PCCW in 2000. He went on to join PCCW plc. as group chief financial officer. In 2002, he left PCCW to join Cable and Wireless as group finance director. Prior to his time in Hong Kong he held senior management roles for Cable and Wireless. His early career was spent in the gas, oil and electronic industries within Europe and the USA.

Mr. Prince is also a member of the Nomination Committee of the Company.

For the financial year ended 30 June 2021, Mr. Prince is entitled to receive a fee of HK$144,000.

As at the Latest Practicable Date, Mr. Prince has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

SIU Hon-wah, Thomas Non-Executive Director

Mr. Thomas Siu (aged 68) was appointed Director of the Company in July 2008. Mr. Siu was the managing director of Wilson Group, which is a major transport infrastructure services provider in Hong Kong and is wholly-owned by Sun Hung Kai Properties Limited, and is currently a consultant of Wilson Group. Prior to joining Wilson Group, Mr. Siu had more than 25 years of experience in telecommunications and IT sectors. His experience covers finance, business operations and development. Mr. Siu is also a non-executive director of SUNeVision Holdings Ltd.

Mr. Siu holds a MPhil degree from the University of Cambridge and a PhD degree in Information Systems. He is a Certified Public Accountant and is a member of the British Computer Society.

For the financial year ended 30 June 2021, Mr. Siu is entitled to receive a fee of HK$144,000.

As at the Latest Practicable Date, Mr. Siu has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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INFORMATION ON RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

GAN Fock-kin, Eric Independent Non-Executive Director

Mr. Eric Gan (aged 58) was appointed Director of the Company in December 2005. Mr. Gan is founder and president of eAccess Ltd., the fourth mobile operator (EMOBILE brand) in Japan which become a wholly-owned subsidiary of SoftBank Corp. in 2013. Mr. Gan is currently an executive vice president of SoftBank Corp..

Prior to the establishment of eAccess, Mr. Gan worked as a telecom analyst and managing director for Goldman Sachs Japan when he was involved in many telecommunication financing deals in Japan/Asia, including the listing of SmarTone, NTT DoCoMo (one of the world’s largest IPOs), NTT equity tranches and many other telecom related IPO and advisory projects.

Mr. Gan was born in Hong Kong and graduated from Imperial College, University of London. Mr. Gan now lives in Japan (since 1990).

Mr. Gan is also chairman of the Nomination Committee and a member of the Audit Committee of the Company.

For the financial year ended 30 June 2021, Mr. Gan is entitled to receive a fee of HK$288,000 including the fee for acting as member of the Audit Committee of the Company.

As at the Latest Practicable Date, Mr. Gan has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Gan has served the Company as Independent Non-Executive Director for more than nine years. Mr. Gan has confirmed in writing his independence in accordance with the Listing Rules. Based on such confirmation and Mr. Gan’s conduct in the past, the Board considers that Mr. Gan continues to be independent. Given the background, qualifications and business experience of Mr. Gan as mentioned above, the Board believes that Mr. Gan could bring in valuable perspectives, skills and experience to the Board and contribute to the Board’s diversity. Also in light of his past contributions to the Group, the Board is of the view that the continuing service of Mr. Gan in the Group is beneficial to the Group and thus recommends that Mr. Gan should be re-elected at the Annual General Meeting.

LEE Yau-tat, Samuel Independent Non-Executive Director

Mr. Samuel Lee (aged 54) was appointed Director of the Company in April 2021.

Mr. Lee is the chief executive officer of Digital Edge DC. He co-founded the company in 2020 with an aim in transforming the data center business and building digital infrastructure platforms for businesses in Asia-Pacific. With more than 25 years of experiences in the IT and telecom industry, Mr. Lee is widely recognized as a dynamic and forward-looking business leader, with proven track record in driving business growth and expanding the data center business footprint in the Asia-Pacific region.

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Prior to joining Digital Edge DC, Mr. Lee was the President of Equinix Asia-Pacific, overseeing the company’s management, strategy and growth in the region. In this role, he successfully led the growth and expansion of the company’s business, including its acquisitions of Asia Tone, Bit-isle and Metronode, and the ongoing integration of the company’s regional operations into its global business. Under his leadership, Equinix’s business in Asia-Pacific had undergone rapid expansion to become one of the market leaders in the region with more than 40 data centers in 12 markets, and with its revenue to reach US$1 billion. Mr. Lee also held senior management positions at various leading technology companies, including Pacific Gateway Exchange, Teleglobe International, Intel and Sprint. In addition, he was the founder of a consulting firm offering strategic consultation services to network providers in Asia. Mr. Lee has been a senior advisor for Sun Hung Kai Real Estate Agency Limited since September 2019.

Mr. Lee holds a Bachelor of Arts degree in International Business from the City University of Hong Kong.

For the financial year ended 30 June 2021, Mr. Lee is entitled to receive a fee of HK$32,800.

As at the Latest Practicable Date, Mr. Lee has no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Lee has confirmed in writing his independence in accordance with the Listing Rules. Based on such confirmation and Mr. Lee’s conduct in the past, the Board considers that Mr. Lee continues to be independent. Given the background, qualifications and business experience of Mr. Lee as mentioned above, the Board believes that Mr. Lee could bring in valuable perspectives, skills and experience to the Board and contribute to the Board’s diversity. Also in light of his past contributions to the Group, the Board is of the view that the continuing service of Mr. Lee in the Group is beneficial to the Group and thus recommends that Mr. Lee should be re-elected at the Annual General Meeting.

Note:

Save as disclosed in the Retiring Directors’ respective biographical details under this section, the Retiring Directors (1) have not held any directorships in other public listed companies, whether in Hong Kong or overseas, during the last three years; (2) do not hold any other positions in the Company and its subsidiaries; and (3) do not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

No service contracts have been signed between the Company and the Retiring Directors and there is no fixed term of their service with the Company. Their appointments are subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws and the Listing Rules. They are entitled to directors’ fees which are determined by the Board under the authority granted by shareholders at annual general meetings. The fees are subject to annual assessment based on prevailing market rate of directors’ fees for companies listed in Hong Kong.

Save as disclosed, there is no other matter that needs to be brought to the attention of the Shareholders and there is no further information to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

NEW SHARE OPTION SCHEME

The following is a summary of the New Share Option Scheme. It does not form part of the New Share Option Scheme and does not affect the interpretation of it.

1. Purpose

1.1 The purpose of the New Share Option Scheme is to provide incentive to Participants to contribute to the Group and/or to enable the Group to recruit and/or to retain high-caliber employees and attract human resources that are valuable to the Group or are expected to be able to contribute to the business development of the Group.

2. Duration and administration

2.1 Subject to Paragraph 13 and the adoption of the New Share Option Scheme becoming unconditional, the New Share Option Scheme shall be valid and effective for the Scheme Period, after which period no further Options will be issued, and thereafter for so long as there are outstanding any unexercised Options granted pursuant thereto and in order to give effect to the exercise of any such Options or otherwise as may be required in accordance with the provisions of the New Share Option Scheme.
2.2 The New Share Option Scheme shall be subject to the administration of the Board whose decision (save as otherwise provided therein) shall be final and binding on all parties.
2.3 The Board shall have the power from time to time to make or vary regulations for the administration and operation of the New Share Option Scheme, provided that the same are not inconsistent with the provisions of the New Share Option Scheme.

3. Grant of Option

3.1 On and subject to the terms of the New Share Option Scheme, the Board shall be entitled at any time and from time to time during the Scheme Period to offer to grant to any Participant who, in the absolute discretion of the Board, has made a valuable contribution to the growth of the Group based on his performance and/or periods of service, or is regarded as valuable to the Group based on his work experience, industry knowledge or other relevant factors, or is expected to be able to contribute to the business development of the Group based on his business connections or other relevant factors, and subject to such conditions as the Board may think fit, an Option to subscribe for such number of Shares as the Board may determine at the Subscription Price provided that the Board shall not

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offer to grant any Participant an Option if a prospectus is required to be issued in connection with such grant under the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Companies Act.

3.2 An offer of the grant of an Option shall be made to a Participant by letter (the date of which shall be deemed to be the date on which the offer is made), in such form as the Board may from time to time determine, specifying, inter alia, the number of Shares comprised in the Option, its Option Period and the Subscription Price and requiring the Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the New Share Option Scheme. The offer shall be personal to the Participant concerned and not transferable and shall remain open for acceptance by the Participant for a period of 28 days from the Offer Date, provided that no such offer shall be open for acceptance after the expiry of the Scheme Period or after the New Share Option Scheme has been terminated in accordance with Paragraph 13.
3.3 An Option shall be deemed to have been accepted when the duplicate of the offer letter, comprising acceptance of the Option, duly signed by the Grantee together with a remittance in favor of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Secretary of the Company within the period referred to in Paragraph 3.2. The remittance shall not be refundable. Once such acceptance is made, the Option shall be deemed to have been granted and to have taken effect from the Offer Date.
3.4 Where any offer of the grant of Options is proposed to be made to a director, chief executive or substantial shareholder of the Company, or any of their respective associates, such offer must first be approved by the independent non-executive directors of the Company (excluding, if applicable, the independent non-executive director who is the Grantee of the Options).
3.5 Without prejudice to the generality of Paragraph 3.4, where any offer of the grant of Options is proposed to be made to a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates, which would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such offer: (a) representing in aggregate over 0.1% of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares at the date of offer, in excess of HK$5 million, such offer of grant must first be approved by the Shareholders in general meeting. The Grantee, his associates and all core connected persons of the Company must abstain from voting in favor at such general meeting. The Company must send a circular to the Shareholders containing the information required under the Listing Rules.

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3.6 Any change in the terms of Options granted to a Grantee who is a substantial shareholder or an independent non-executive director of the Company, or any of their respective associates, must be approved by the Shareholders in general meeting as required under Paragraph 3.5.

4. Subscription Price

4.1 The Subscription Price shall be determined by the Board and notified to a Participant at the time of offer of the Option(s) (subject to any adjustments made pursuant to Paragraph 8) and shall be at least the highest of (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets on the Offer Date, which must be a Business Day; (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the Offer Date; and (c) the nominal or par value of the Shares.

5. Exercise of Options

5.1 An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favor of any third party over or in relation to any Option or purport to do any of the foregoing. Any breach of the foregoing shall entitle the Board to cancel any outstanding Option, or any part thereof, granted to such Grantee.
5.2 An Option may be exercised in whole or in part in the manner provided in Paragraph 5.3 by the Grantee (or, as the case may be, by his legal personal representative(s)) giving notice in writing (or in any other formats acceptable to the Company from time to time) to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given. Within 28 days after receipt of the notice and the remittance and, where appropriate, receipt of the independent financial adviser’s or the Auditors’ confirmation pursuant to Paragraph 8, the Company shall allot the relevant number of Shares to the Grantee or his legal personal representative(s) credited as fully paid and issue to the Grantee or his legal personal representative(s) share certificate(s) in respect of the Shares so allotted.
5.3 Subject as hereinafter provided in the New Share Option Scheme, the Option may be exercised by the Grantee at any time during the Option Period provided that:
(a) in the case where the Grantee is an employee (including any director) of the Company or a Subsidiary and the Grantee ceases to be an employee of the Company or the Subsidiary by reason of death, retirement or being totally

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

permanently physically or mentally disabled and none of the events which would be a ground for termination of his employment specified in Paragraph 6.1(d)(ii) has occurred, the Grantee or, as the case may be, his legal personal representative(s) shall be entitled until whichever is the earlier of the date of expiry of the Option Period or the last day of the period of 12 months from the date of his ceasing to be an employee of the Company or the Subsidiary to exercise the Option (to the extent not already exercised) in full or to the extent specified in the notice to exercise such Option;

(b) if a general offer to acquire Shares (whether by takeover offer, merger, privatisation proposal between the Company and its members or otherwise but excluding any compromise or arrangement referred to in Paragraph 5.3(d)) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror) and such offer, having been approved in accordance with applicable laws and regulatory requirements, becomes or is declared unconditional, the Grantee (or his legal personal representative(s)) shall be entitled to exercise the Option (to the extent not already exercised) at any time until whichever is the earlier of the date of expiry of the Option Period or the last day of the period of 14 days (or such longer period as the Board shall decide) after the date on which the offer becomes or is declared unconditional, after which the Option shall lapse;
(c) if notice is duly given of a general meeting of the Company at which a resolution will be proposed for the voluntary winding-up of the Company, every Option shall be exercisable in whole or in part (but so that any exercise hereunder shall only be valid if, at the time of such notice, the Option shall not have lapsed and determined in accordance with the provisions of the New Share Option Scheme) not later than two Business Days (excluding any period(s) of closure of the Company’s share registers) prior to the proposed meeting or such time as shall be notified by the Company, after which all Options shall, to the extent that they have not been exercised, thereupon lapse and determine; and
(d) if under section 99 of the Companies Act a compromise or arrangement between the Company and its members or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to all Grantees on the same date as it despatches the notice which is sent to each member or creditor of the Company summoning the meeting to consider such a compromise or arrangement, and thereupon each Grantee (or where permitted his personal representatives) may forthwith but no later than five Business Days (excluding any period(s) of closure of the Company’s share registers) prior

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

to the proposed meeting or such time as shall be notified by the Company be entitled to exercise his Option, after which all Options shall lapse except insofar as previously exercised under this Paragraph 5.3(d). The Company may thereafter require each Grantee to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position as nearly as may be as would have been the case had such Shares been subject to such compromise or arrangement.

5.4 Unless otherwise determined by the Board and specified in the offer letter (as referred to in Paragraph 3.2) at the time of offer, there is neither any performance target that needs to be achieved by the Grantee before an Option can be exercised nor any minimum period for which an Option must be held before the Option can be exercised.
5.5 The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Bye-laws of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members with such Shares being so registered in the register of members and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be on or before the date of allotment.
5.6 A Share issued upon the exercise of an Option shall not carry voting rights until the registration of the Grantee (or any other person) as the holder thereof.
5.7 All allotments and issues of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in Hong Kong or elsewhere and it shall be the responsibility of the Grantee to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent.

6. Lapse of Option

6.1 An Option shall lapse automatically (to the extent not already exercised) on the earliest of:
(a) the expiry of the Option Period;
(b) the expiry of any of the other periods referred to in Paragraph 5.3(a), 5.3(b) or 5.3(d);

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(c) subject to Paragraph 5.3(c), the date of commencement of the winding-up of the Company;
(d) in the case where the Grantee is an employee (including any director) of the Company or any Subsidiary and he ceases to be an employee of the Company or the relevant Subsidiary:
(i) by reason of the Grantee’s resignation, whether or not in accordance with the provisions of his service contract, the last actual working day of the Grantee with the Company or the relevant Subsidiary (whether salary is paid in lieu of notice or not);
(ii) by reason of the Grantee being dismissed by the Company or the relevant Subsidiary on any one or more of the grounds that he has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or (if so determined by the Board) on any other ground which an employer would be entitled to terminate his employment under common law or pursuant to any applicable laws or under the Grantee’s service contract with the Company or the relevant Subsidiary, the day on which the Grantee ceases to be an employee of the Company or the relevant Subsidiary or the day on which the employer serves notice to dismiss the Grantee, whichever is the earlier; or
(iii) by reason of the Grantee being dismissed by the Company or the relevant Subsidiary other than termination of his employment on one or more of the grounds specified in Paragraph 6.1(d)(ii), the last actual working day of the Grantee with the Company or the relevant Subsidiary (whether salary is paid in lieu of notice or not);

(For the purposes of this Paragraph 6.1(d), a Grantee shall not be regarded as ceasing to be an employee of the Company or Subsidiary and shall continue to be an employee of the Company or Subsidiary if he is transferred to a different position of employment with the Company or Subsidiary, as the case may be.)

(e) in the case where the Grantee is an agent, consultant or representative of the Company or any Subsidiary, the date on which such person ceases to be an agent, consultant or representative of the Company or the Subsidiary;
(f) where the Grantee commits a breach of Paragraph 5.1, the date on which the Board exercises the Company’s right to cancel the Option.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

7. Maximum number of Shares available for subscription

7.1 The total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme by the Shareholders.
7.2 The Company may seek approval by the Shareholders in general meeting for refreshing the 10% limit under the New Share Option Scheme. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the New Share Option Scheme and any other share option schemes of the Company under the limit as refreshed must not exceed 10% of the Shares in issue as at the date of approval of the limit. The Company must send a circular to the Shareholders containing the information required under the Listing Rules.
7.3 The Company may seek separate approval by the Shareholders in general meeting for granting Options beyond the 10% limit provided the Options in excess of the limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing the information required under the Listing Rules.
7.4 The limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time.
7.5 If the Company conducts a consolidation or subdivision of Shares after the 10% limit has been approved by the Shareholders in general meeting, the maximum number of Shares that may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option schemes of the Company under the 10% limit as a percentage of the total number of Shares in issue at the date immediately before and after such consolidation or subdivision shall be the same.
7.6 The maximum entitlement of each Participant under the New Share Option Scheme is that the total number of Shares issued and to be issued upon exercise of the Options granted to such Participant (including both exercised and outstanding Options) in any 12-month period shall not exceed 1% of the Shares in issue. Where any further offer of the grant of Options to a Participant would result in the Shares issued and to be issued upon exercise of all options granted and to be granted to such Participant (including exercised, cancelled and outstanding options) in the 12-month period up to and including the date of such further offer representing in aggregate over 1% of the Shares in issue, such

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

further offer of grant must be separately approved by the Shareholders in general meeting with such Participant and his close associates (or his associates if the Participant is a connected person) abstaining from voting. The Company must send a circular to the Shareholders containing the information required under the Listing Rules.

8. Reorganisation of capital structure

8.1 In the event of any alteration in the capital structure of the Company (whilst any Option remains exercisable) arising from capitalization of profits or reserves, rights issue, consolidation, sub-division or reduction of the share capital of the Company, or otherwise howsoever in accordance with legal requirements and requirements of the Stock Exchange excluding any alteration on the capital structure of the Company as a result of an issue of Shares as consideration in respect of a transaction, such corresponding adjustments (if any) shall be made in:
(a) the number of Shares subject to the New Share Option Scheme;
(b) the number of Shares subject to outstanding Options;
(c) the Subscription Price in relation to each outstanding Option; and
(d) the method of exercise of the Options,

provided that the proportion of issued share capital of the Company to which the Grantee is entitled after the adjustment is the same as that to which he was entitled prior to the adjustment and that no such adjustments shall be made the effect of which would be to enable any Share to be issued at less than its nominal or par value. In respect of any adjustment required by this Paragraph 8, other than any made on a capitalization issue, an independent financial adviser or the Auditors must also confirm to the Board in writing that the adjustments satisfy the foregoing proviso.

8.2 If there has been any adjustment in the capital structure of the Company as referred to in Paragraph 8.1, the Company shall within 28 days after receipt of confirmation of the independent financial adviser or the Auditors as referred to in Paragraph 8.1, inform the Grantee of such adjustment and of any adjustment to be made in accordance with the independent financial adviser’s or the Auditors’ confirmation obtained by the Company for such purposes.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

9. Share capital

9.1 The exercise of any Option shall be subject to the Shareholders in general meeting approving any necessary increase in the authorized share capital of the Company. Subject thereto the Board shall make available sufficient authorized but unissued share capital of the Company to meet subsisting requirements in connection with the exercise of Options.

10. Disputes

10.1 The decision of the Board in any dispute arising in connection with the New Share Option Scheme (whether as to the number of Shares which form the subject of an Option, the amount of the Subscription Price or otherwise) shall be final and binding on the Grantees, subject to the prior receipt of a statement in writing from the independent financial adviser or the Auditors if so required by Paragraph 8.1.

11. Cancellation

11.1 Where it is desired that any Options granted but not exercised should be cancelled, the Board may effect such cancellation in a manner that complies with any legal requirements for such cancellation.

12. Alteration of the New Share Option Scheme

12.1 Subject to Paragraphs 12.2, 12.4, 12.5, 12.6 and 12.7, the New Share Option Scheme may be altered in any respect by resolution of the Board without first obtaining Shareholders’ approval given by resolution passed at a general meeting.
12.2 No such alteration as referred to in this Paragraph 12 shall operate to affect adversely the terms of issue of any Option granted or offered to any Participant for acceptance prior to such alteration, except in the case of an alteration affecting all Options, with the written consent or sanction of such number of Grantees as shall together hold Options in respect of not less than three fourths in nominal or par value of all Shares which form the subject of such Options.
12.3 A meeting of Grantees for the purposes of considering a resolution to sanction an alteration, as envisaged in Paragraph 12.2, may be convened by the Board and to any such meeting all the provisions of the Bye-laws as to general meetings of Shareholders shall apply, mutatis mutandis, as though the Options concerned were a class of shares forming part of the capital of the Company.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

12.4 The provisions of the New Share Option Scheme as to:
(a) the definitions of “Grantee” and “Option Period” and “Participant” and “Scheme Period”; and
(b) the provisions of Paragraphs 1.1, 2.1, 3, 4, 5, 6, 7, 8, 11 and this Paragraph 12 and Paragraph 13,

shall not be altered to the advantage of the Participants except with the prior sanction of a resolution of the Shareholders in general meeting.

12.5 Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.
12.6 The amended terms of the New Share Option Scheme or the Options must comply with the relevant requirements of Chapter 17 of the Listing Rules (in its current form or as amended from time to time).
12.7 Any change to the authority of the Directors in relation to any alteration to the terms of the New Share Option Scheme under Paragraph 12.1 must be approved by the Shareholders in general meeting.

13. Termination

13.1 The Company may at any time terminate the operation of the New Share Option Scheme by way of a resolution passed at a general meeting of the Shareholders or at a meeting of the Board except that all Options granted prior to such termination and not then exercised shall continue to be valid and exercisable subject to and in accordance with the New Share Option Scheme.

14. Miscellaneous

14.1 The New Share Option Scheme shall not form part of any contract of employment, agency, consultancy or representation between the Company or any Subsidiary (as the case may be) and any Participant and the rights and obligations of any Participant under the terms of his office, employment, agency, consultancy or representation shall not be affected by his participation in the New Share Option Scheme or any right which he may have to participate in it and the New Share Option Scheme shall afford such a Participant no additional rights to compensation or damages in consequence of the termination of such office, employment, agency, consultancy or representation for any reason.

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APPENDIX III

14.2 The New Share Option Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against the Company directly or indirectly or, other than in relation to the rights attached to the Options themselves, give rise to any cause of action at law or in equity against the Company.
14.3 A Grantee shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. The Company shall not be responsible for any failure by a Grantee to obtain any such consent or for any tax or other liability to which a Grantee may become subject as a result of his participation in the New Share Option Scheme.
14.4 A Grantee shall pay all taxes and discharge all other liabilities to which he may become subject as a result of his participation in the New Share Option Scheme or the exercise of any Option.
14.5 The New Share Option Scheme and all Options granted hereunder shall be governed by and construed in accordance with the laws of Hong Kong.

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NOTICE OF ANNUAL GENERAL MEETING

SMARTONE TELECOMMUNICATIONS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00315)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of SmarTone Telecommunications Holdings Limited (the “ Company ”) will be held at 53rd Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong on Tuesday, 2 November 2021 at 10:00 a.m. for the following purposes:

To receive and consider the audited financial statements, the report of the Directors and the independent auditor’s report for the year ended 30 June 2021.
To approve the final dividend of HK$0.155 per share in respect of the year ended 30 June 2021.
To re-elect:
(a) Mr. CHEUNG Wing-yui;
(b) Mr. David Norman PRINCE;
(c) Mr. SIU Hon-wah, Thomas;
(d) Mr. GAN Fock-kin, Eric; and
(e) Mr. LEE Yau-tat, Samuel

as directors of the Company and to authorize the board of directors to fix the fees of the directors.

To re-appoint Messrs. PricewaterhouseCoopers as auditor of the Company and authorize the board of directors to fix their remuneration.
As special business, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT

A. subject to paragraph (C) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (D) below) of all the powers of the Company to allot and issue additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

B. the approval in paragraph (A) shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
C. the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (A), otherwise than pursuant to:
i. a Rights Issue (as defined in paragraph (D) below);
ii. the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company;
iii. any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company; or
iv. the share option schemes of the Company,

shall not exceed 10 per cent. of the total number of shares of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and

D. for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

i. the conclusion of the next annual general meeting of the Company;
ii. the expiration of the period within which the next annual general meeting of the Company is required by applicable law of Bermuda and the Company’s Bye-laws to be held; and
iii. the revocation or variation of this Resolution by an ordinary resolution of shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares, or any class of shares, on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to

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NOTICE OF ANNUAL GENERAL MEETING

any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

As special business, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT

A. subject to paragraph (C) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (D) below) of all the powers of the Company to repurchase issued shares in the capital of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
B. the approval in paragraph (A) shall be in addition to any other authorization given to the directors of the Company;
C. the total number of shares to be repurchased by the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Buy-backs pursuant to the approval in paragraph (A) during the Relevant Period, shall be no more than 10 per cent. of the total number of shares of the Company in issue at the date of passing this Resolution, and the authority pursuant to paragraph (A) shall be limited accordingly; and
D. for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

i. the conclusion of the next annual general meeting of the Company;
ii. the expiration of the period within which the next annual general meeting of the Company is required by applicable law of Bermuda and the Company’s Bye-laws to be held; and
iii. the revocation or variation of this Resolution by an ordinary resolution of shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT conditional upon Resolutions 5 and 6 set out above being duly passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with shares pursuant to Resolution 5 be and is hereby extended by the addition to the total number of shares which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution 6, provided that such an amount shall not exceed 10 per cent. of the total number of shares of the Company in issue as at the date of the passing of this Resolution.”

As special business, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT

A. subject to and conditional upon (a) the passing of an ordinary resolution by the shareholders of Sun Hung Kai Properties Limited at its general meeting approving the adoption of the share option scheme of the Company (the “ New Share Option Scheme ”), the rules of which are contained in the document marked “A” produced to this meeting and for the purpose of identification signed by a director of the Company; and (b) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval of the listing of, and permission to deal in, the shares of HK$0.10 each in the capital of the Company (“ Shares ”) to be allotted and issued pursuant to the exercise of any options granted under the New Share Option Scheme, the New Share Option Scheme be and is hereby approved and adopted from the date of this meeting; and
B. the directors of the Company be and are hereby authorized to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme including but without limitation:
i. to administer the New Share Option Scheme under which options will be granted to participants eligible under the New Share Option Scheme to subscribe for Shares;
ii. to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;

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NOTICE OF ANNUAL GENERAL MEETING

iii. to grant options to subscribe for Shares under the New Share Option Scheme and to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme and subject to the Rules Governing the Listing of Securities on the Stock Exchange;
iv. to make application at the appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued Shares may, for the time being, be listed, for listing of, and permission to deal in, any Shares which may hereafter from time to time be allotted and issued pursuant to the exercise of the options under the New Share Option Scheme; and
v. to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme.”

By order of the board of SmarTone Telecommunications Holdings Limited Mak Yau-hing, Alvin Company Secretary

Hong Kong, 29 September 2021

Notes:

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, certain precautionary measures will be implemented at the Annual General Meeting including, without limitation:
(i) compulsory body temperature screening;
(ii) mandatory wearing of face mask throughout the Annual General Meeting;
(iii) mandatory health declaration;
(iv) no refreshments or drinks will be provided at the Annual General Meeting; and
(v) attendees will be assigned to a designated seating area and the seating capacity will also be limited to ensure social distancing.

Subject to the development of COVID-19, the Company may implement further procedures and precautionary measures at short notice and may issue further announcement as appropriate.

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the Bye-laws of the Company, vote on his behalf. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy and to return their forms of proxy by the time specified, instead of attending the Annual General Meeting in person.

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NOTICE OF ANNUAL GENERAL MEETING

In order to be valid, a form of proxy must be returned to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or other authority, as soon as possible and in any event not later than 10:00 a.m. on Friday, 29 October 2021 or not less than 48 hours before the time appointed for holding any adjourned Annual General Meeting (as the case may be).

The register of members of the Company will be closed from Thursday, 28 October 2021 to Tuesday, 2 November 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming annual general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong not later than 4:30 p.m. on Wednesday, 27 October 2021.
With regard to Resolution 5, the present general mandate given by members pursuant to the provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) expires at the forthcoming annual general meeting and, accordingly, a renewal of that general mandate is now being sought.
With regard to Resolution 6, the present general mandate given by members pursuant to the provisions of the Listing Rules and the Hong Kong Code on Share Buy-backs expires at the forthcoming annual general meeting and, accordingly, a renewal of that general mandate is now being sought.
Shareholders or proxies who attend the Annual General Meeting in person will each receive ONE corporate gift as a token of the Company’s appreciation. If a shareholder is also appointed as proxy/proxies of other shareholder(s), or a proxy represents multiple shareholders, the number of corporate gifts each of the aforesaid shareholder or proxy will receive is limited to FIVE.

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AI assistant

SmarTone Telecommunications Holdings Limited — Proxy Solicitation & Information Statement 2021

49119_rns_2021-09-28_ffd51200-17c3-442f-8464-583ced71d499.pdf

SMARTONE TELECOMMUNICATIONS HOLDINGS LIMITED

(Stock Code: 00315)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES FINAL DIVIDEND RE-ELECTION OF DIRECTORS ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

SMARTONE TELECOMMUNICATIONS HOLDINGS LIMITED

(Stock Code: 00315)

LI Ka-cheung, Eric, JP

NG Leung-sing, JP

GAN Fock-kin, Eric

IP YEUNG See-ming, Christine

LAM Kwok-fung, Kenny

LEE Yau-tat, Samuel

Independent Non-Executive Director

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES FINAL DIVIDEND RE-ELECTION OF DIRECTORS ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

DIVIDEND

RE-ELECTION OF DIRECTORS

LETTER FROM THE BOARD

THE NEW SHARE OPTION SCHEME

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

CLOSURE OF REGISTER OF MEMBERS

RECOMMENDATION

RESPONSIBILITY STATEMENT

1. EXERCISE OF THE REPURCHASE MANDATE

2. REASONS FOR REPURCHASES

3. FUNDING OF REPURCHASES

4. SHARE REPURCHASE

5. SHARE PRICES

6. EFFECT OF THE TAKEOVERS CODE

7. GENERAL

CHEUNG Wing-yui Deputy Chairman & Non-Executive Director

David Norman PRINCE Non-Executive Director

SIU Hon-wah, Thomas Non-Executive Director

GAN Fock-kin, Eric Independent Non-Executive Director

LEE Yau-tat, Samuel Independent Non-Executive Director

Note:

NEW SHARE OPTION SCHEME

1. Purpose

2. Duration and administration

3. Grant of Option

4. Subscription Price

5. Exercise of Options

6. Lapse of Option

8. Reorganisation of capital structure

9. Share capital

10. Disputes

11. Cancellation

12. Alteration of the New Share Option Scheme

13. Termination

14. Miscellaneous

SMARTONE TELECOMMUNICATIONS HOLDINGS LIMITED

(Stock Code: 00315)

“ THAT

“ THAT

“ THAT

By order of the board of SmarTone Telecommunications Holdings Limited Mak Yau-hing, Alvin Company Secretary

Hong Kong, 29 September 2021

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SmarTone Telecommunications Holdings Limited Proxy Solicitation & Information Statement 2021