Trio Industrial Electronics Group Limited — Proxy Solicitation & Information Statement 2018

Jan 25, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealers or registered institutions in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Trio Industrial Electronics Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker, registered dealer in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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

TRIO INDUSTRIAL ELECTRONICS GROUP LIMITED 致豐工業電子集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 1710)

PROPOSED GRANT OF OPTIONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting (the “ EGM ”) of Trio Industrial Electronics Group Limited (the “ Company ”) to be held at Strategic Room 1, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Monday, 12 February 2018 at 2:30 p.m. or any adjournment thereof is set out on pages 10 to 11 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited ( www.hkex.com.hk ) and the website of the Company ( http://www.trio-ieg.com ).

Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon as soon as possible and return it to the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. The completion and return of the proxy form will not preclude you from attending and voting in person in the EGM or any adjournment thereof if you so wish.

26 January 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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DEFINITIONS

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

• “Announcement” the announcement of the Company dated 28 December 2017 in relation to the grant of share options by the Company (including the proposed grant of Options to the Grantees)

• “Articles of Association” the articles of association of the Company, as amended from time to time

• “associate(s)” has the same meaning as defined in the Listing Rules

• “Board” the board of Directors

• “Clarification Announcement” the announcement of the Company dated 4 January 2018 in relation the grant of Options by the Company on 28 December 2017

• “Company”

• Trio Industrial Electronics Group Limited, a company incorporated in Hong Kong with limited liability and the issued Shares of which are listed on the Stock Exchange

• “Date of Grant” 28 December 2017

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

• “EGM Notice” the notice of the Extraordinary General Meeting to be despatched to the Shareholders together with this circular

• “Extraordinary General Meeting” or “EGM”

• the extraordinary general meeting of the Company to be held at Strategic Room 1, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Monday, 12 February 2018 at 2:30 p.m. to consider and, if appropriate, to approve the grant of Options to the Grantees

• “Grantees”

• Mr. Lai, Mr. Mac Carthy, and Mr. Tai, who are all the Executive Directors of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

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

– 1 –

DEFINITIONS

• “Latest Practicable Date” 23 January 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Main Board”

• the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the Growth Enterprise Market of the Stock Exchange

• “Mr. Lai” Mr. Lai Yiu Wah, Deputy Chairman and an Executive Director of the Company

• “Mr. Mac Carthy” Mr. Joseph Mac Carthy, an Executive Director of the Company

• “Mr. Tai” Mr. Tai Leung Lam, an Executive Director of the Company

• “Options”

• the share options proposed to be granted to the Grantees under the Share Option Scheme, entitling them to subscribe for an aggregate of 20,000,000 Shares

• “Proposed Grant”

the conditional grant of:

• (i) 7,000,000 Options to Mr. Lai on 28 December 2017 to subscribe for 7,000,000 Shares;

• (ii) 7,000,000 Options to Mr. Tai on 28 December 2017 to subscribe for 7,000,000 Shares; and

• (iii) 6,000,000 Options to Mr. Mac Carthy on 28 December 2017 to subscribe for 6,000,000 Shares,

collectively

• “Share(s)” ordinary share(s) of the Company

• “Shareholder(s)”

• holder(s) of the issued Share(s) of the Company

• “Share Option Scheme”

• the share option scheme as adopted by the Company on 27 October 2017

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

“%” per cent.

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LETTER FROM THE BOARD

TRIO INDUSTRIAL ELECTRONICS GROUP LIMITED 致豐工業電子集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 1710)

Executive Directors:

Mr. Kwan Tak Sum Stanley Mr. Tai Leung Lam Mr. Lai Yiu Wah Mr. Joseph Mac Carthy

Registered Office and principal place of business in Hong Kong: Block J, 5/F Kaiser Estate Phase II 51 Man Yue Street Hunghom, Kowloon Hong Kong

Independent non-executive Directors:

Mr. Fung Chun Chung Mr. Cheung Kin Wing

Mr. Wong Raymond Fook Lam

26 January 2018

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF OPTIONS AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the Proposed Grant of Options to the Grantees and the EGM Notice.

GRANT OF OPTIONS

Reference is made to the Announcement and the Clarification Announcement, the Company conditionally granted share options to certain eligible participants to subscribe for an aggregate of 30,000,000 Shares, of which 7,000,000 Options, 7,000,000 Options and 6,000,000 Options were conditionally granted to Mr. Lai, Mr. Tai and Mr. Mac Carthy, respectively, entitling the Grantees to subscribe for an aggregate of 20,000,000 Shares, subject to acceptance of the Grantees and approval by the Shareholders in the EGM.

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LETTER FROM THE BOARD

As at the Date of Grant of the Options, the Company had 1,000,000,000 Shares in issue. Saved as the Proposed Grant, no share options have been granted to the Grantees within 12 months prior to the Date of Grant. The grant of 20,000,000 Options was made pursuant to the limit of the Share Option Scheme as adopted by the Company on 27 October 2017. The grant of Options to the Grantees shall be subject to the approval by the Shareholders at the EGM. The Grantees and their respective associates shall abstain from voting in favour of such resolution at the EGM. As at the Latest Practicable Date, the Directors were not aware that any Shareholders had stated their intention to vote against the resolution approving the grant of Options to the Grantees at the EGM.

On 28 December 2017, the approval for the proposed conditional grant of Options to Mr. Lai, Mr. Tai and Mr. Mac Carthy was given by all the three Independent non-executive Directors pursuant to Rule 17.04(1) of the Listing Rules.

Principal terms of the Grant of Options to the Grantees

Date of Grant : 28 December 2017 Exercise price of Share : HK$0.954 per Share, representing the highest of: Options granted

• (i) The closing price of HK$0.93 per Share as stated in Stock Exchange’s daily quotation sheet on the Date of Grant; and

• (ii) The average closing price of HK$0.954 per Share as stated in the Stock Exchange’s daily quotation sheet for the five business days immediately preceding the Date of Grant.

• Number of Options granted : 20,000,000 Options, each Option shall entitle the Grantees to subscribe for one Share upon exercise of the Option

• Consideration for the Grant : Upon acceptance of the Options, the Grantees shall pay HK$1.00 to the Company as consideration for the grant of Options

• Validity period of Options : From 28 December 2017 to 26 December 2027 (both dates inclusive)

• Vesting period of Options : The Options granted will become exercisable three years after the Date of Grant

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LETTER FROM THE BOARD

• Rights of Shares to be Issued : The Shares to be issued and allotted upon the exercise of upon Exercise of Options the Options will rank pari passu in all respects with the Shares in issue as of the date when the names of the Grantees are registered on the register of members of the Company and accordingly will entitle the holder to participate in all dividends or other distributions paid or made in accordance with the Articles of Association. The Options themselves, however, do not carry any right to voting, dividend, distribution, transfer or other rights (including those arising on the liquidation of the Company) prior to their being exercised and the underlying Shares being issued

• Performance targets : No performance target have been set as condition to the exercise of the Options

None of the Directors is a trustee of the Share Option Scheme nor has a direct or indirect interest in the trustee(s) of the Share Option Scheme.

Details of the Grantees and the Options granted to them are as follows:

			Approximate
			percentage of the
			number of Shares
			to be issued upon
		Number of Shares	exercise of the
		to be issued upon	Options granted to
		exercise of the	the total number of
		Options granted to	issued Shares as at
Name	Capacity	the Grantee	the Date of Grant
Mr. Lai Yiu Wah	Deputy Chairman and	7,000,000	0.70%
	Executive Director
Mr. Tai Leung Lam	Executive Director	7,000,000	0.70%
Mr. Joseph Mac Carthy	Executive Director	6,000,000	0.60%

Under the Share Option Scheme, the Board may grant share options to eligible participants to subscribe a maximum of 100,000,000 Shares, being 10% of the Shares in issue as at the date of listing of the Shares on 23 November 2017. As at the Latest Practicable Date, share options (including share options granted to grantees on 28 December 2017 other than the Options conditionally granted to Mr. Lai, Mr. Tai and Mr. Mac Carthy) carrying the rights to subscribe for up to a total of 10,000,000 Shares have been granted under the Share Option Scheme, of which no Shares were lapsed, cancelled or exercised and 10,000,000 Shares remain outstanding. Accordingly, there is sufficient unissued share options for the Proposed Grant.

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LETTER FROM THE BOARD

Conditions of the Proposed Grant

The Proposed Grant is conditional upon the Shareholders passing an ordinary resolution to approve the Proposed Grant at the EGM.

Reasons for the Grant of Options to the Grantees

The purpose of the Proposed Grant is to grant incentive and rewards to recognise the significant efforts and contribution of Mr. Lai, Mr. Tai and Mr. Mac Carthy in the development of the Group’s business. The Board considers that the above purpose can be achieved by granting the Options as it demonstrates to Mr. Lai, Mr. Tai and Mr. Mac Carthy that their efforts and contribution to the Group are valued and will be rewarded. In particular, with Mr. Lai, Mr. Tai and Mr. Mac Carthy’s efforts and contribution, the Group was successfully listed on the Main Board of the Stock Exchange on 23 November 2017, which is a milestone achieved by the Group. The Proposed Grant serves as an appreciation of the dedication and efforts of Mr. Lai, Mr. Tai and Mr. Mac Carthy and, in view of the long vesting and exercise period of the Options, as an incentive for their continuing commitment and contribution to the growth of the Group in the future by further aligning the long-term interests of the Company with them. Therefore, the Board believes that the Proposed Grant is an appropriate way to reward and encourage the ongoing performance of Mr. Lai, Mr. Tai and Mr. Mac Carthy in achieving the goals of the Group.

Moreover, the Board considers that the Proposed Grant could also serve to reward Mr. Lai, Mr. Tai and Mr. Mac Carthy for their dedication to the Group and strengthen the bond between Mr. Lai, Mr. Tai and Mr. Mac Carthy and the Company.

In view of the above, the Proposed Grant is considered to be in the interests of the Company and the Shareholders as a whole.

Change in shareholding structure of the Company

For illustrative purposes only, the following table illustrates the changes in the shareholding structure of the Company as at the Latest Practicable Date and upon full exercise of the Options granted to the Grantees (assuming that there is no other change in the issued share capital of the Company from the Latest Practicable Date and up to the full exercise of the Options):

	As at the Latest	As at the Latest	Upon full exercise	Upon full exercise
Shareholders	Practicable Date		of the Options
	Number	Approximate	Number	Approximate
	of Shares	shareholding	of Shares	shareholding
		%		%
Trio Holding_(Note 1)_	750,000,000	75.00	750,000,000	72.82
Mr. Kwan Tak Sum
Stanley_(Note 2)_	750,000,000	75.00	750,000,000	72.82

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LETTER FROM THE BOARD

Shareholders Nawk Investment Inc.(Note 2) Mr. Tai_(Notes 3 and 4) LLT Investment Inc.(Notes 3) Mr. Lai(Notes 5 and 6) Proactive Investment Inc.(Note 5) Mr. Mac Carthy(Notes 7 and 8) King Fung Nominees Limited(Note 7) Grand Energy Investment Limited(Note 7)_ Other public Shareholders Total:	As at the Latest Practicable Date Number of Shares Approximate shareholding % 750,000,000 75.00 750,000,000 75.00 750,000,000 75.00 750,000,000 75.00 750,000,000 75.00 750,000,000 75.00 750,000,000 75.00 750,000,000 75.00 250,000,000 25.00 1,000,000,000 100.00	Upon full exercise of the Options Number of Shares Approximate shareholding % 750,000,000 72.82 757,000,000 73.50 750,000,000 72.82 757,000,000 73.50 750,000,000 72.82 756,000,000 73.40 750,000,000 72.82 750,000,000 72.82 260,000,000 25.24 1,030,000,000 100.00	Upon full exercise of the Options Number of Shares Approximate shareholding % 750,000,000 72.82 757,000,000 73.50 750,000,000 72.82 757,000,000 73.50 750,000,000 72.82 756,000,000 73.40 750,000,000 72.82 750,000,000 72.82 260,000,000 25.24 1,030,000,000 100.00
			100.00

Notes:

1. As at the Latest Practicable Date, Trio Industrial Electronics Holding Limited (致豐工業電子控股有限 公司) (“ Trio Holding ”), a company incorporated under the laws of British Virgin Island with limited liability on 24 February 2016 and held a total of 750,000,000 Shares of the issued share capital of the Company. Trio Holding is directly owned by Nawk Investment Inc., LLT Investment Inc., Proactive Investment Inc. and Grand Energy Investment Limited as to 32.50%, 32.50%, 17.50% and 17.50%, respectively.

2. As at the Latest Practicable Date, Nawk Investment Inc. was directly and wholly owned by Mr. Kwan Tak Sum Stanley. Because of their interests in Trio Holding, they will be regarded as owning 75.00% shareholding interests in the Company.

3. As at the Latest Practicable Date, LLT Investment Inc. was directly and wholly owned by Mr. Tai. Because of their interests in Trio Holding, they will be regarded as owning 75.00% shareholding interests in the Company.

4. The number of Shares owned by Mr. Tai is based on the assumption that Mr. Tai fully exercised the Options granted to him and registered under his own name.

5. As at the Latest Practicable Date, Proactive Investment Inc. was directly and wholly owned by Mr. Lai. Because of their interests in Trio Holding, they will be regarded as owning 75.00% shareholding interests in the Company.

6. The number of Shares owned by Mr. Lai is based on the assumption that Mr. Lai fully exercised the Options granted to him and registered under his own name.

7. As at the Latest Practicable Date, Grand Energy Investment Limited was directly and wholly owned by King Fung Nominees Limited on trust for Mr. Mac Carthy. Because of their interests in Trio Holding, they will be regarded as owning 75.00% shareholding interests in the Company.

8. The number of Shares owned by Mr. Mac Carthy is based on the assumption that Mr. Mac Carthy exercised the Options granted to him and registered under his own name.

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LETTER FROM THE BOARD

In view of the situation that the public float of the Company might fall below 25% if Mr. Lai, Mr. Tai and Mr. Mac Carthy exercise partly or all of their respective Options while the other grantees do not, Mr. Lai, Mr. Tai and Mr. Mac Carthy have provided an undertaking to the Company, to ensure the compliance with the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules. Pursuant to Clause 9.6 of the Share Option Scheme, the Grantees may only exercise an Option subject to any restrictions reasonably imposed by the Board with a view to ensure or facilitate compliance with the Listing Rules and other applicable laws. Accordingly, the Board has the discretion not to effect any exercise of Options if any of the Grantees breaches his respective undertaking resulting in the public float of the Company falling below 25%. The Company will also closely monitor the public float of the Company and implement appropriate measures and mechanisms to ensure the compliance with the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

As at the Latest Practicable Date, the total number of Shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised (including share options granted to grantees on 28 December 2017 other than the Options conditionally granted to Mr. Lai, Mr. Tai and Mr. Mac Carthy) was 10,000,000, representing approximately 1% of the issued share capital of the Company.

Listing rules implications

Pursuant to Rule 17.04(1) of the Listing Rules and the Share Option Scheme, where any further grant of the options to a substantial shareholder or an independent non-executive director of the listed issuer, or any of their respective associate, would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted under the Share Option Scheme or any other schemes of the Group to such person (including options exercised, cancelled and outstanding) in the 12-month period up to and including the date of such grant (i) representing in aggregate over 0.1% of the relevant class of shares of the Company in issue; (ii) and having an aggregate value, based on the closing price of the securities at the date of each grant, in excess of HK$5 million, such further grant must be separately approved by the Shareholders in general meeting. As at the date of this circular, the Grantees are entitled to exercise control cover the voting right of the Company in respect of the 750,000,000 Shares held by them, representing 75% of the issued share capital of the Company, and the Grantees and his associates must abstain from voting in favour of such grant at the general meeting. As of the Latest Practicable Date, the Directors were not aware that any of the Shareholders who must abstain from voting had stated their intention to vote against the resolution approving the grant of Options to the Grantees at the EGM.

As the total number of Shares issued and to be issued upon exercise of the Options granted to the Grantees (in their capacity as substantial shareholders) would in a 12-month period exceed 0.1% of the Shares in issue and having an aggregate value, based on the closing price of the securities at the Date of Grant, in excess of HK$5 million, the grant of Options to the Grantees is subject to the separate approval by the Shareholders in general meeting pursuant to Rule 17.04(1) of the Listing Rules.

Accordingly, the grant of Options to and acceptance thereof by the Grantees is subject to the approval by Shareholders pursuant to the Listing Rules.

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LETTER FROM THE BOARD

EGM

The EGM Notice convening the EGM at Strategic Room 1, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Monday, 12 February 2018 at 2:30 p.m. is set out on pages 10 to 11 of this circular. At the EGM, resolution will be proposed to approve the Proposed Grant.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except for purely procedural or administrative matters. Accordingly, the proposed resolution will be put to vote by way of poll at the EGM. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors (including the Independent non-executive Directors) are of the opinion that the grant of the Options to the Grantees is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole and therefore recommend you to vote in favour of the resolution to be proposed at the EGM.

By order of the Board Trio Industrial Electronics Group Limited Lai Yiu Wah

Deputy Chairman and Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

TRIO INDUSTRIAL ELECTRONICS GROUP LIMITED 致豐工業電子集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 1710)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Trio Industrial Electronics Group Limited (the “ Company ”) will be held at Strategic Room 1, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Monday, 12 February 2018 at 2:30 p.m. for the purpose of considering, and if thought fit, passing with or without amendment the following resolution of the Company as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT the grant of an aggregate of 20,000,000 share options (the “ Options ”) to Mr. Lai Yiu Wah (“ Mr. Lai ”), Deputy Chairman and an executive director of the Company, Mr. Tai Leung Lam (“ Mr. Tai ”), an executive director of the Company, and Mr. Joseph Mac Carthy (“ Mr. Mac Carthy ”), an executive director of the Company to subscribe for an aggregate of 20,000,000 ordinary shares of the Company (the “ Shares ”) at an exercise price of HK$0.954 per Share under the share option scheme of the Company adopted by the Company on 27 October 2017 (the “ Share Option Scheme ”) and otherwise on such terms as stipulated in the offer letter to Mr. Lai, Mr. Tai and Mr. Mac Carthy issued by the Company pursuant to the Share Option Scheme be and is hereby approved and the board of directors of the Company be and is hereby authorised to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the grant of the Options to Mr. Lai, Mr. Tai and Mr. Mac Carthy and the issue of the Shares upon the exercise of the Options by Mr. Lai, Mr. Tai and Mr. Mac Carthy.”

By order of the Board Trio Industrial Electronics Group Limited Lai Yiu Wah

Deputy Chairman and Executive Director

Hong Kong, 26 January 2018

– 10 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint another person as his proxy to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting to represent the member.

• (2) In order to be valid, the form of proxy together with any power of attorney or other authority, under which it is signed, or a notarially certified copy of that power or authority, must be deposited with the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

• (3) In the case of joint holders of any Shares in the Company, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

• (4) Record date for determining the entitlement of the shareholders of the Company to attend and vote at the EGM will be on Tuesday, 6 February 2018. In order to qualify for attending and voting at the Meeting, all completed share transfer forms, accompanied by the relevant certificates, must be lodged with the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 6 February 2018.

As at the date of this circular, the Board of Directors of the Company comprises Mr. Kwan Tak Sum Stanley, Mr. Tai Leung Lam, Mr. Lai Yiu Wah, Mr. Joseph Mac Carthy as Executive Directors, Mr. Fung Chun Chung, Mr. Cheung Kin Wing and Mr. Wong Raymond Fook Lam as Independent non-executive Directors.

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