Sun Hing Printing Holdings Limited — Proxy Solicitation & Information Statement 2023

Oct 27, 2023

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 a licensed securities dealer, stockbroker or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sun Hing Printing Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or the licensed securities dealer or registered institution in securities 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.

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SUN HING PRINTING HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1975)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES; PROPOSED RE-ELECTION OF DIRECTORS; PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Sun Hing Printing Holdings Limited to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on 21 November 2023 at 10:00 a.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.sunhingprinting.com).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and return to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting if they so wish.

27 October 2023

CONTENTS

		Pages
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . .	4
3.	Proposed Granting of General Mandate to Issue New Shares . . . . . . . . . . . . . . .	4
4.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Proposed Appointment of a Non-Executive Director . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	— Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . .	7
Appendix II	— Particulars of the Directors Proposed for Re-election . . . . . . . . . . . . .	10
Appendix III — Particulars of a Director Proposed for Appointment . . . . . . . . . . . . .		13
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

• i -

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at 10/F,
	United Centre, 95 Queensway, Admiralty, Hong Kong on 21
	November 2023 at 10:00 a.m., notice of which is set out on pages
	14 to 17 of this circular (or any adjournment thereof)
“Articles of Association”	the amended and restated articles of association of the Company
	adopted on 25 November 2022
“Board”	the board of Directors
“CG Code”	Corporate Governance Code as set out in Appendix 14 of the
	Listing Rules
“Company”	Sun Hing Printing Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, the shares of which are listed
	on the Main Board of The Stock Exchange of Hong Kong Limited
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries from time to time
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Issuance Mandate”	a general mandate proposed to be granted to the Directors to allot,
	issue and deal with additional Shares of not exceeding 20% of the
	total number of issued Shares of the Company as at the date of
	passing of the proposed ordinary resolution contained in item 9 of
	the notice of AGM as set out on pages 14 to 15 of this circular
“Latest Practicable Date”	18 October 2023, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in this
	circular
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Mr. Chan Chi Ming”	Mr. Chan Chi Ming (陳志明), being our executive Director and a
	Controlling Shareholder
“Mr. Desmond Chan”	Mr. Chan Chun Sang Desmond (陳春生), being our executive
	Director and a Controlling Shareholder

• 1 -

DEFINITIONS

“Mr. Kenneth Chan”	Mr. Chan Kenneth Chi Kin (陳志堅), being our chief executive
	officer, executive Director and a Controlling Shareholder
“Mr. Peter Chan”	Mr. Chan Peter Tit Sang (陳鐵生), being our Chairman, executive
	Director and a Controlling Shareholder
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted to the
	Directors to enable them to repurchase the Shares of not exceeding
	10% of the total number of issued Shares of the Company as at the
	date of passing of the proposed ordinary resolution contained in
	item 10 of the notice of AGM as set out on page 16 of this circular
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company or
	it there has been a subsequent sub-division, consolidation,
	reclassification or reconstruction of the share capital of the
	Company, shares forming part of the ordinary equity share capital
	of the Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent

• 2 -

LETTER FROM THE BOARD

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SUN HING PRINTING HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1975)

Executive Directors:

Mr. Chan Peter Tit Sang (Chairman) Mr. Chan Kenneth Chi Kin (Chief Executive Officer) Mr. Chan Chi Ming Mr. Chan Chun Sang Desmond

Registered Office: Windward 3, Regatta Office Park P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Independent Non-Executive Directors: Mr. Ng Sze Yuen Terry Dr. Chu Po Kuen Louis Mr. Wong Kam Fai

Principal Place of Business in Hong Kong: 4/F, Sze Hing Industrial Building 35-37 Lee Chung Street Chai Wan Hong Kong

27 October 2023

To the Shareholders:

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES; PROPOSED RE-ELECTION OF DIRECTORS; PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR; AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on 21 November 2023.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

The Directors have been granted a general and unconditional mandate to exercise all powers of the Company to repurchase Shares pursuant to the ordinary resolutions of the Shareholders passed on 25 November 2022. As at the Latest Practicable Date, such repurchase mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase the Shares for a total number not exceeding 10% of the number of the issued Shares as at the date of the passing of the proposed ordinary resolution contained in item 10 of the notice of AGM as set out on page 16 of this circular (i.e., a total of 48,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the AGM).

The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE NEW SHARES

The Directors have been granted a general and unconditional mandate to allot, issue and deal with the Shares pursuant to the ordinary resolutions of the Shareholders passed on 25 November 2022. As at the Latest Practicable Date, such general mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general and unconditional mandate to allot, issue and deal with the Shares for an aggregate number not exceeding 20% of the number of the issued Shares as at the date of the passing of the proposed ordinary resolution contained in item 9 of the notice of AGM as set out on pages 14 to 15 of this circular (i.e., a total of 96,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the AGM). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 112 of the Articles of Association, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following AGM of the Company and shall then be eligible for re-election at that meeting.

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LETTER FROM THE BOARD

Pursuant to Article 108 of the Articles of Association, unless and until the Company in a general meeting shall otherwise determine, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years or within such other period as the Stock Exchange may from time to time prescribe or within such other period as the laws of such jurisdiction applicable to the Company. The Directors to retire in every year shall be those who have been longest in office since their last election or appointment but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for reelection.

Pursuant to Article 108 of the Articles of Association of the Company, Mr. Chan Kenneth Chi Kin, Mr. Chan Chun Sang Desmond and Dr. Chu Po Kuen Louis will retire at the AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any Director(s) proposed to be re-elected or proposed new Director in the notice or accompanying circular to its Shareholders of the relevant general meeting, if such re-election or appointment is subject to Shareholders’ approval at that relevant general meeting. The particulars of the above three Directors are set out in Appendix II to this circular.

5. PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

An ordinary resolution will be proposed at the AGM to approve the proposed appointment of Ms. Cheung Mei Yee Lorna (張美意) as a Non-executive Director and to authorise the Board to do all such acts and things to give effect to such matter.

Reference is made to the announcement of the Company dated 28 September 2023 in relation to the proposed appointment of Ms. Cheung as a Non-executive Director. The particulars of Ms. Cheung are set out in Appendix III to this circular.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

A notice convening the AGM is set out on pages 14 to 17 of this circular.

According to rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the AGM must be taken by poll. An announcement of the results of the poll will be published after the AGM in accordance with the requirements of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.sunhingprinting.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor

• 5 -

LETTER FROM THE BOARD

Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if they so wish.

7.

RECOMMENDATION

The Directors believe that the proposed granting of the Issuance Mandate and Repurchase Mandate, re-election of directors and the proposed appointment of a Non-executive Director all in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM.

8. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular and the notice of AGM.

Yours faithfully,

For and on behalf of the Board

Sun Hing Printing Holdings Limited Mr. Chan Peter Tit Sang Chairman and Executive Director

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders to enable them to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares of the Company in issue was 480,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 10 of the notice of AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, i.e., being 480,000,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 48,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders.

Trading conditions on the Stock Exchange have become volatile in recent years and, whilst it is not possible to anticipate in advance those circumstances in which the Directors might think it is appropriate to repurchase the Shares. Shares would only be repurchased in circumstances where the Directors consider that such repurchase would be in the best interests of the Company and its Shareholders and lead to an enhancement of net asset value per Share and/or earnings per Share of the Company.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

There might be an adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the Company’s latest published financial statement for the year ended 30 June 2023) in the event that the Repurchase Mandate was to be carried out 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.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

4. SHARE PRICES

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

	Trading price	Trading price
		per Share
Month	Highest	Lowest
	HK$	HK$
2022
November	0.840	0.720
December	0.800	0.750
2023
January	0.860	0.760
February	0.930	0.820
March	0.940	0.830
April	0.900	0.820
May	0.870	0.760
June	0.830	0.760
July	0.840	0.760
August	0.840	0.760
September	0.810	0.710
October (up to and including the Latest Practicable Date)	0.800	0.710

5. SHARE REPURCHASE MADE BY THE COMPANY

During the previous six months preceding the Latest Practicable Date, the Company had not repurchased any Shares (whether on the Stock Exchange or otherwise).

6. GENERAL

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

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

• 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of the knowledge of the Directors, as at the Latest Practicable Date, Goody Luck Limited (“ Goody Luck ”) held 54.8% and Goody Capital Limited (“ Goody Capital ”) held 20.2%. Goody Luck is legally and beneficially owned as to 75.6% by Mr. Peter Chan and 24.4% by Mr. Kenneth Chan, and Goody Capital is legally and beneficially owned as to 33.3% by Mr. Desmond Chan, 33.3% by Mr. Chan Chi Ming and 33.3% by Mr. Kenneth Chan. Mr. Peter Chan, Mr. Kenneth Chan, Mr. Chan Chi Ming and Mr. Desmond Chan are persons acting in concert pursuant to the Acting in Concert Confirmation and Undertaking and accordingly each of them is deemed to be interested in the Shares held by the others. By the Acting In Concert Confirmation And Undertaking, with respect to the businesses of each member of the Group, (i) each of Mr. Peter Chan and Mr. Desmond Chan confirms that since 31 December 1990; (ii) each of Mr. Peter Chan, Mr. Desmond Chan and Mr. Chan Chi Ming confirms that since the 5 February 1991; and (iii) each of Mr. Peter Chan, Mr. Desmond Chan, Mr. Chan Chi Ming and Mr. Kenneth Chan confirms that since the 8 March 2010, (i) they have agreed to consult each other and reach an unanimous consensus among themselves on such matters being the subject matters of any Shareholders’ resolution, prior to putting forward such resolution to be passed at any Shareholders’ meeting of each member of the Group, and have historically voted on each resolutions in the same way; (ii) they have centralised the ultimate control and right to make final decisions with respect to their interests in the businesses and projects of members of the Group; and (iii) they have operated members of the Group as a single business venture on a collective basis and have made collective decisions in respect of the financial and operating policies of the members of the Group, and will continue to do so. As such, each of the controlling Shareholders is deemed interested in 75.0% of the issued share capital of the Company.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

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PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for reelection at the AGM according to the Articles of Association, are provided below.

Executive Directors

Mr. Chan Kenneth Chi Kin ( 陳志堅 ) , aged 50, was appointed as a Director on 17 January 2017 and was designated as the chief executive officer of our Group and executive Director on 18 January 2017. He is responsible for formulating business strategies and overseeing general performance of our Group, in particular the Group’s sales and marketing activities, internal audit function and information technology initiatives. He has over 20 years of experience in the printing industry and over 27 years of experience in sales and marketing. After joining our Group in May 2003, he has been primarily responsible for formulating business strategies and overseeing the general performance of our Group. He was a committee member of the 10th Zhaoqing Municipal Committee of the Chinese People’s Political Consultative Conference (中國人民政治協商會議肇慶市第十屆委員會) from 2012 to 2017. He is also an honorary chairman of the board of directors of the Zhaoqing Overseas Fraternal Association (肇慶海外聯誼會第六 屆理事會名譽會長). Mr. Kenneth Chan was also a director of the 3rd board of directors of the Hong Kong GuangFoZhao Fraternity Association* (香港廣佛肇聯誼總會第三屆董事會) from 2017 to 2020. Mr. Kenneth Chan was a member of the Entrepreneurs’ Organisation – Hong Kong Chapter Limited (香港青年 企業家協會有限公司) from 2005 to 2015. He was a YPO Beijing member of the Young Presidents’ Organisation – Beijing Chapter (青年總裁協會北京分會) from 2014 to 2019, which he has also joined as a YPO Pan Greater Bay Area member of the Young Presidents’ Organization – Pan Greater Bay Area Chapter (青年總裁協會大灣區分會) since 2017. He has also been admitted to the Institute of Print-Media Professionals (印刷媒體專業人員協會) as an Honorary Fellow since June 2018. He is also a member of the Federation of Hong Kong Industries (香港工業總會) since October 2018. He is also a member of the Hong Kong General Chamber of Commerce (香港總商會) since January 2020. He is also a General Committee Member of the 42nd Committee of The Hong Kong Printers Association since May 2022. Mr. Kenneth Chan completed his second year of studies in computer science at the University of British Columbia in Canada in 1995.

Pursuant to the existing service agreement entered into between Mr. Kenneth Chan and the Company on 17 January 2017, he is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 30 June 2023, he received a Director remuneration amounted to HK$17.7 million.

As far as the Directors are aware, Mr. Kenneth Chan is the son of Mr. Peter Chan, nephew of Mr. Desmond Chan and Mr. Chan Chi Ming. Saved as the above, he does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Kenneth Chan held beneficially 360,000,000 Shares, representing approximately 75% of the issued share capital of the Company.

Save as disclosed above, Mr. Kenneth Chan was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

As far as the Directors are aware, there is no information of Mr. Kenneth Chan to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Kenneth Chan that need to be brought to the attention of the Shareholder.

• 10 -

PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Chan Chun Sang Desmond ( 陳春生 ) , aged 75, was appointed as a Director on 17 January 2017 and was designated as an executive Director on 18 January 2017. Mr. Desmond Chan is responsible for overseeing the daily operations of our Group in Hong Kong. Mr. Desmond Chan joined our Group in the late 1970s and has over 40 years of experience in the printing industry. Mr. Desmond Chan has completed form five education.

Pursuant to the existing service agreement entered into between Mr. Desmond Chan and the Company on 17 January 2017, he is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 30 June 2023, he received a Director remuneration amounted to HK$3.0 million.

As far as the Directors are aware, Mr. Desmond Chan is the younger brother of Mr. Peter Chan, brother-in law of Mr. Chan Chi Ming and uncle of Mr. Kenneth Chan. Saved as the above, he does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Desmond Chan held beneficially 360,000,000 Shares, representing approximately 75% of the issued share capital of the Company.

Save as disclosed above, Mr. Desmond Chan was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

As far as the Directors are aware, there is no information of Mr. Desmond Chan to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Desmond Chan that need to be brought to the attention of the Shareholder.

Independent Non-Executive Directors

Dr. Chu Po Kuen Louis ( 朱譜權 ) , aged 75, was appointed as an Independent Non-executive Director on 9 October 2017. Dr. Chu is currently a registered medical practitioner in Hong Kong with over 30 years of experience in medicine. In January 1973, he joined the Medical & Health Department of the Hong Kong Government as a medical and health officer. In September 1984, he was transferred to the Accident & Emergency Department of the Prince of Wales Hospital and was promoted to senior medical & health officer in May 1986. Dr. Chu was also a medical superintendent of Tung Wah Hospital between June 1981 and February 1982 and a medical superintendent of the Prince of Wales Hospital between August 1989 and February 1990. He was also actively involved in the setting up of the Accident & Emergency Department of the Prince of Wales Hospital in 1984 and the Accident & Emergency Information System at Queen Elizabeth Hospital in 1994. Dr. Chu joined the Hospital Authority in December 1991 until his retirement in July 2003 and was an adviser of service transformation of the Accident & Emergency Department of Queen Elizabeth Hospital through his membership in the Departmental Consultative Committee. Dr. Chu obtained degrees of Bachelor of Medicine and Bachelor of Surgery from the University of Hong Kong in November 1972.

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PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Pursuant to the existing service agreement entered into between Dr. Chu and the Company on 9 October 2017, he is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 30 June 2023, he received a Director remuneration amounted to HK$210,000.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Dr. Chu (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) is not interested in any Shares within the meaning of Part XV of the SFO.

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PARTICULARS OF A DIRECTOR PROPOSED FOR APPOINTMENT

APPENDIX III

Ms. Cheung Mei Yee Lorna ( 張美意 ) , aged 69, has over 35 years of experience in financial control and administrative management. She has been a part-time consultant of the Group since June 2020 and will resign from the position from October 2023. From March 2013 to March 2019, Ms. Cheung was the financial controller of the Company, during which she was responsible for the Group’s finance and accounting matters. Prior to joining the Group, she was an Accounting Manager at Compress Digital Technology Limited from September 2008 to February 2013, a Group Controller at Orient Power Holdings Limited, a company formerly listed on the Stock Exchange (former stock code: 615), from June 1986 to August 2005, a Chief Accountant at Koyoda Limited from June 1985 to September 1985, and a Chief Accountant at Soundic Electronics Ltd from January 1976 to May 1985.

Ms. Cheung has completed form five education in Hong Kong and has obtained a certificate in accounting (higher stage) at Hong Kong School of Commerce in October 1973.

Save as disclosed above, to the best knowledge of the Directors having made all reasonable enquiries, Ms. Cheung does not (i) hold any position in the Group; (ii) hold other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) hold any other major appointments and professional qualifications; (iv) have any relationships with any Directors, senior management or substantial or controlling Shareholders of the Company; and (v) have any interests in the shares of the Company within the meaning of Part XV of the SFO.

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NOTICE OF AGM

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SUN HING PRINTING HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1975)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sun Hing Printing Holdings Limited (the “ Company ”) will be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on 21 November 2023 at 10:00 a.m. for the following purposes:

AS ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements and the reports of the Directors and the independent auditor for the year ended 30 June 2023.

2. To declare a final dividend for the year ended 30 June 2023.

3. To re-elect Mr. Chan Kenneth Chi Kin as an Executive Director of the Company.

4. To re-elect Mr. Chan Chun Sang Desmond as an Executive Director of the Company.

5. To re-elect Dr. Chu Po Kuen Louis as an Independent Non-executive Director of the Company.

6. To appoint Ms. Cheung Mei Yee Lorna as a Non-executive Director of the Company.

7. To authorise the board of Directors of the Company to fix the respective Directors’ remuneration.

8. To re-appoint Ernst & Young as the auditor of the Company and to authorise the board of Directors to fix auditor’s remuneration.

9. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

“THAT:

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

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NOTICE OF AGM

• (b) the mandate in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

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

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

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

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; 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 revocation or variation of the authority given under this resolution by an ordinary resolution of the Company’s shareholders in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements and further subject to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

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NOTICE OF AGM

10. “THAT:

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

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

• (c) 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 revocation or variation of the authority given under this resolution by an ordinary resolution of the Company’s shareholders in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws.”

• “ THAT conditional upon the passing of the resolutions set out in items 9 and 10 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 9 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors of the Company pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 10 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.”

For and on behalf of the Board

Sun Hing Printing Holdings Limited Mr. Chan Peter Tit Sang Chairman and Executive Director

Hong Kong, 27 October 2023

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NOTICE OF AGM

Notes:

1. All resolutions at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him.

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 notarially certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the AGM or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the AGM, the Register of Members of the Company will be closed from Thursday, 16 November 2023 to Tuesday, 21 November 2023, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company should ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Service Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 15 November 2023.

5. For determining the entitlement to the proposed final dividend for the year ended 30 June 2023 (subject to approval by the shareholders of the Company at the AGM), the Register of Members of the Company will be closed from Monday, 27 November 2023 to Wednesday, 29 November 2023, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, unregistered holders of shares of the Company should ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Service Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 24 November 2023.

6. A circular containing further details concerning items 3, 4, 5, 6, 9, 10 and 11 set out in the above notice will be sent to all shareholders of the Company together with the 2022/2023 Annual Report.

7. References to time and dates in this notice are to Hong Kong time and dates.

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