Ulferts International Limited — Proxy Solicitation & Information Statement 2019

Jul 15, 2019

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

If you have sold or transferred all your shares in Ulferts International Limited , you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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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歐化國際有限公司 Ulferts International Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1711)

(1) PROPOSED RE-ELECTION OF DIRECTORS

(2) PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Tin Hau Showroom, Shop 2, G/F, Park Towers, 1 King’s Road, Tin Hau, Hong Kong on Thursday, 15 August 2019 at 11:30 a.m. is set out on pages 13 to 17 of this circular.

Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Share Registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, but in any event not less than 48 hours before the time of the AGM or any adjournment thereof (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 AGM or adjournment thereof (as the case may be) should you so wish.

16 July 2019

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 Tin Hau Showroom, Shop 2, G/F, Park Towers, 1 King’s Road, Tin Hau, Hong Kong on Thursday, 15 August 2019 at 11:30 a.m., or where the context so admits, any adjournment thereof

• “Articles of Association” the Articles of Association of the Company as may be amended from time to time

• “Board” the board of Directors of the Company

• “Buy-back Mandate” a general mandate proposed to be granted to the Directors to enable them to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing the relevant resolution at the AGM

• “Buy-back Resolution” the proposed ordinary resolution as referred to in resolution number 4(B) of the Notice of the AGM

• “Company” Ulferts International Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company for the time being

• “Extension Mandate” a general mandate proposed to be granted to the Directors to the effect that the Issue Mandate will be extended to add any Shares bought back under the Buy-back Mandate

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

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

• “Issue Mandate” a general mandate proposed to be granted to the Directors to enable them to exercise all the power of the Company to allot, issue or otherwise deal with new Shares of not exceeding 20% of the total number of Shares in issue as at the date of passing the relevant resolution at the AGM

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DEFINITIONS

“Latest Practicable Date”	9 July 2019, 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 where is in force from time to time
“Notice of AGM”	the notice dated 16 July 2019 convening the AGM as set out
	on pages 13 to 17 of this circular
“SFO”	the Securities and Futures Ordinance (Chapter 571) of the
	laws of Hong Kong
“Share(s)”	ordinary share(s) of the Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Codes on Takeovers and Mergers as amended from time
	to time
“HK$”	Hong Kong dollars
“%”	per cent

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LETTER FROM THE BOARD

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歐化國際有限公司 Ulferts International Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1711)

Executive Directors: Registered Office: Mr. Wong Chi Fai (Chairman) Units 1905-07 Mr. Ng Koon Keung, Ricky 19th Floor Ms. Mok Fung Lin, lvy Emperor Group Centre Ms. Fan Man Seung, Vanessa 288 Hennessy Road Wanchai Independent Non-executive Directors: Hong Kong

Ms. Chan Yee Man Mr. Chiu Kin Fai Mr. Ng Hoi Yue

16 July 2019

To the Shareholders

Dear Sir/Madam,

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM and to give you the Notice of AGM. Resolutions to be proposed at the AGM include, inter alia: (i) the proposed re-election of Directors who are due to retire by rotation at the AGM; and (ii) the proposed grant of each of the Issue Mandate, the Buy-back Mandate and the Extension Mandate.

RE-ELECTION OF DIRECTORS

Retirement and re-election of Directors

In accordance with Article 80 (1) and (3) of the Articles of Association, Ms. Mok Fung Lin, lvy (“Ms. lvy Mok”), Mr. Chiu Kin Fai (“Mr. Eric Chiu”) and Mr. Ng Hoi Yue (“Mr. Herman Ng”) shall retire by rotation at the AGM. Ms. lvy Mok, Mr. Eric Chiu and Mr. Herman Ng, being eligible, offers themselves for re-election thereat.

Details of the above Directors who offer themselves for re-election at the AGM are set out in Appendix I to this circular as required to be disclosed under the Listing Rules.

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LETTER FROM THE BOARD

Recommendations of the Nomination Committee

The Nomination Committee of the Company (‘‘NC’’) has reviewed the biographical details of Ms. lvy Mok, Mr. Eric Chiu and Mr. Herman Ng and their meeting of nomination criteria (including but not limited to, character and integrity, professional qualifications, skills, knowledge and experience that are relevant to the Company’s business and corporate strategy, time commitment to effectively discharge duties as Board member) set out in the nomination policy of the Company and considered the diversity aspects (including but not limited to, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of services) set out in the diversity policy of the Company, and took the view that Ms. lvy Mok, Mr. Eric Chiu and Mr. Herman Ng have been contributing to the Group effectively and are committed to their role as Directors. The NC had also assessed the independence of Mr. Eric Chiu and Mr. Herman Ng based on their annual confirmation of independence and was satisfied with their independence with reference to the criteria as set out in Rule 3.13 of the Listing Rules.

The Board accepted the recommendation by the NC for recommending the shareholders to re-elect Ms. lvy Mok, Mr. Eric Chiu and Mr. Herman Ng as Directors at the AGM. Each of them abstained from voting at the Board meeting regarding their nomination.

The Board considered that the re-election of Ms. lvy Mok, Mr. Eric Chiu and Mr. Herman Ng as Directors was in the best interest of the Company and the Shareholders as a whole and recommended the Shareholders to vote for their re-election at the AGM.

Nomination by Shareholders

Any Shareholder who wishes to nominate a person to stand for election as a Director at the AGM must lodge with the Company at its registered office in Hong Kong at Units 1905-07, 19th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong within the period from Monday, 22 July 2019 to Tuesday, 30 July 2019, both days inclusive (i) his/her written nomination of the candidate; (ii) written confirmation from such nominated candidate of his/her willingness to be elected as Director and consent to the publication of his/her personal data; and (iii) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Listing Rules.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES

• (I) General Mandates granted at the last annual general meeting of the Company held on 16 August 2018 (“2018 AGM”)

At the 2018 AGM, ordinary resolutions were passed, among other things, to grant general mandates to the Directors to:

• (i) issue up to 20% of the then aggregate number of Shares in issue (i.e. a maximum of 160,000,000 Shares) (“Previous Issue Mandate”);

• (ii) buy back up to 10% of the aggregate number of Shares in issue (i.e. a maximum of 80,000,000 Shares) (“Previous Buy-back Mandate”); and

• (iii) extend the Previous Issue Mandate by an additional number of Shares bought back by the Company pursuant to the Previous Buy-back Mandate.

No Shares have been issued nor bought back pursuant to the above mandates.

The previous mandates will lapse at the conclusion of the AGM. It is therefore proposed to seek approval from the Shareholders at the AGM to grant fresh general mandates to Directors.

(II) Proposal refreshment of the General Mandates at the AGM

At the Latest Practicable Date, there were 800,000,000 Shares in issue. At the AGM, ordinary resolutions will be proposed to the effect that the Directors be granted:

• (A) the Issue Mandate to allot, issue and deal with the Shares of up to an aggregate of not exceeding 20% of the total number of issued Shares as at the date of passing such resolution (i.e. of not exceeding 160,000,000 Shares assuming no further Shares will be issued or bought back between the Latest Practicable Date and the AGM date);

• (B) the Buy-back Mandate to buy back Shares of up to an aggregate of not exceeding 10% of the total number of issued Shares as at the date of passing such resolution; and

• (C) the Extension Mandate to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number of Shares which may be bought back under the Buy-back Mandate.

Such proposed resolutions are as set out in resolutions 4(A), 4(B) and 4(C) in the Notice of AGM respectively.

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LETTER FROM THE BOARD

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the proposed Buyback Resolution is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The Notice of AGM is set out on pages 13 to 17 of this circular. Resolutions in respect of the re-election of Directors, the Issue Mandate, the Buy-back Mandate and the Extension Mandate will be proposed at the AGM. As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.

A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Share Registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time of the AGM or adjournment thereof (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 AGM or adjournment thereof (as the case may be) should you so wish.

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders on the Proposed ordinary resolutions at the AGM shall be taken by poll.

RECOMMENDATION

The Directors are of the opinion that the proposed ordinary resolutions for (a) the re-election of Directors; and (b) the granting of Issue Mandate, the Buy-back Mandate and the Extension Mandate are in the best interests of the Company and its Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of the relevant resolutions as set out in the AGM Notice.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in Appendix I (Details of Retiring Directors Proposed for Re-election) and Appendix II (Explanatory Statement on Buy-back Mandate) to this circular.

By order of the Board Wong Chi Fai Chairman

Ulferts International Limited

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DETAILS OF RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the AGM.

Ms. Mok Fung Lin, Ivy

Executive Director and Chief Operating Officer

Ms. Mok, aged 54, an Executive Director of the Company and Chief Operating Officer of the Company. Ms. Mok joined the Group in July 2011 and is responsible for the business operational management and policy implementation in the Group. She is also the Company Secretary of the Company and a member of the Executive Committee as well as a director of certain subsidiaries of the Company. Before joining our Group, Ms. Mok was a director of Emperor International Holdings Limited (Stock Code: 163) and Emperor Entertainment Hotel Limited (Stock Code: 296) from February 2000 to July 2011 and has accrued over 16 years’ experience in corporate management and possesses experience in businesses including property investment and development, retailing, wholesaling, marketing and trading. Ms. Mok was admitted as a solicitor in Hong Kong and the United Kingdom, and holds a Bachelor of Laws Degree awarded by The University of Hong Kong. She also holds a Degree of Master of Business Administration awarded by The Hong Kong University of Science and Technology. Ms. Mok did not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or oversea in the last 3 years.

The term of service of Ms. Mok is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Articles of Association and the Listing Rules. Ms. Mok is entitled to receive a Director’s fee of HK$150,000 per annum. The amount of emoluments paid to Ms. Mok for the financial year ended 31 March 2019 was set out in note 8 to the consolidated financial statements in the Company 2018/2019 Annual Report. The remuneration of Ms. Mok was recommended by the Remuneration Committee and determined by the Board as authorized by the Shareholders at the annual general meeting with reference to the remuneration policy of the Company and duties and responsibilities undertaken by her.

Ms. Mok does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company, nor does she have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, the Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Ms. Mok.

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DETAILS OF RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Chiu Kin Fai

Independent Non-executive Director

Mr. Chiu, aged 45, was appointed as Independent Non-executive Director of the Company in January 2018. He is the Chairman of the Nomination Committee as well as a member of the Audit Committee and Corporate Governance Committee of the Company. Mr. Chiu is a partner of a solicitors firm, T.H. Koo & Associates. He was admitted as a solicitor in Hong Kong in 1998 and holds a Bachelor of Laws Degree awarded by The University of Hong Kong. Mr. Chiu did not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or oversea in the last 3 years.

The term of service of Mr. Chiu is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Articles of Association and the Listing Rules. Mr. Chiu is entitled to receive a Director’s fee of HK$180,000 per annum as determined by the Board with reference to the market rate and the duties and responsibilities undertaken by him.

Mr. Chiu does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company, nor does he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, the Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Chiu.

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DETAILS OF RETIRING DIRECTOR PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Ng Hoi Yue

Independent Non-executive Director

Mr. Ng, aged 55, was appointed as Independent Non-executive Director of the Company in January 2018. He is the Chairman of the Remuneration Committee as well as a member of the Audit Committee and Corporate Governance Committee of the Company. Mr. Ng is currently an executive director and Deputy Chief Executive Officer of Asian Citrus Holdings Limited (Stock Code: 73) and an independent non-executive director of Imperial Pacific International Holdings Limited (Stock Code: 1076), all are listed companies in Hong Kong. He was previously an independent non-executive director of another listed company, Emperor Culture Group Limited (Stock Code: 491) until 13 November 2018. He has been practising as a Certified Public Accountant in Hong Kong since 1989. Mr. Ng is a fellow member of The Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants in England. Save as disclosed above, Mr. Ng did not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or oversea in the last 3 years.

The term of service of Mr. Ng is subject to retirement by rotation at the annual general meetings of the Company at least once every 3 years in accordance with the Articles of Association and the Listing Rules. Mr. Ng is entitled to receive a Director’s fee of HK$180,000 per annum as determined by the Board with reference to the market rate and the duties and responsibilities undertaken by him.

Mr. Ng does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company, nor does he have any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, the Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Ng.

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EXPLANATORY STATEMENT ON BUY-BACK MANDATE

APPENDIX II

EXERCISE OF THE BUY-BACK MANDATE

As at the Latest Practicable Date, the total number of Shares in issue was 800,000,000 Shares. Subject to the passing of the Buy-back Resolution and on the basis that no further Shares are issued or bought back by the Company prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 80,000,000 Shares (representing 10% of total number of issued Shares) during the period from the date of the AGM up to:

• (i) the conclusion of next annual general meeting of the Company; or

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

• (iii) the revocation or variation of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting of the Company,

whichever occurs first.

REASONS FOR THE BUY-BACK OF SECURITIES

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

FUNDING OF BUY-BACK

Any buy-back will only be funded out of funds of the Company legally available for the purposes in accordance with its Articles of Association and the applicable laws of Hong Kong. The Company will not buy back securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its latest published audited accounts contained in the annual report of the Company for the year ended 31 March 2019) in the event that the proposed Buy-back Mandate, if so approved, were to be exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its 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 BUY-BACK MANDATE

APPENDIX II

SHARE PRICE

The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2018
July	0.495	0.390
August	0.425	0.330
September	0.400	0.360
October	0.360	0.280
November	0.370	0.280
December	0.325	0.280
2019
January	0.300	0.275
February	0.345	0.280
March	0.405	0.305
April	0.330	0.290
May	0.295	0.265
June	0.275	0.245
July (up to and including the Latest Practicable Date)	0.260	0.250

BUY-BACK OF SHARES MADE BY THE COMPANY

No buy-back of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

UNDERTAKING/INTENTION

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-back of Shares pursuant to the proposed Buy-back Mandate in accordance with the Listing Rules and all applicable laws and regulations of Hong Kong.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT ON BUY-BACK MANDATE

APPENDIX II

No core connected persons (as defined in Listing Rules) of the Company has notified the Company of a present intention to sell any Shares to the Company or undertaken not to do so in the event that the Buy-back Mandate is approved by the Shareholders.

EFFECT OF TAKEOVERS CODE

If as a result of a share buy-back by the Company, 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 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 Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Ulferts International Group Holdings Limited (“Ulferts Holdings”) directly held 600,000,000 Shares in the Company, representing 75% of the total number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares which was proposed to be granted pursuant to the Buy-back Resolution, then (assuming such shareholding as at the Latest Practicable Date otherwise remain the same), the shareholding of Ulferts Holdings in the Company would be increased to approximately 83.33% of the total number of issued Shares. The Directors consider that such an increase would not give rise to an obligation on the part of Ulferts Holdings to make a mandatory offer under the Takeovers Code but would reduce the percentage of Shares held by the public to below the prescribed minimum percentage of 25% as required by the Listing Rules.

The Directors have no present intention to exercise the Buy-back Mandate to the extent that will result in the number of Shares in public hands falling below the prescribed minimum percentage of 25% of the total number of issued Shares.

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NOTICE OF ANNUAL GENERAL MEETING

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歐化國際有限公司 Ulferts International Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1711)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Ulferts International Limited (the “Company”) will be held at Tin Hau Showroom, Shop 2, G/F, Park Towers, 1 King’s Road, Tin Hau, Hong Kong on Thursday, 15 August 2019 at 11:30 a.m. for the following purposes:

1. To consider and adopt the Audited Consolidated Financial Statements of the Company for the year ended 31 March 2019 together with the reports of the directors and independent auditor (“Auditor”) thereon.

2. (A) To re-elect Ms. Mok Fung Lin, lvy as Director.

3. (B) To re-elect Mr. Chiu Kin Fai as Director.

4. (C) To re-elect Mr. Ng Hoi Yue as Director.

5. (D) To authorize the Board of Directors of the Company (“Board” or “Directors”) to fix the Directors’ remuneration.

6. To re-appoint Ernst & Young as Auditor and to authorize the Board to fix their remuneration.

7. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

8. (A) “ THAT

   • (i) subject to sub-paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined in sub-paragraph (iii) of the resolution) of all the powers of the Company to allot and issue additional shares 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

• (ii) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in subparagraph (i) of this resolution, otherwise than pursuant to a Rights Issue or the exercise of subscription or conversion rights under any warrants of the Company or any securities which are convertible into shares of the Company or any share option scheme, shall not exceed 20% of the total number of issued shares of the Company on the date of this resolution and this approval shall be limited accordingly; and

• (iii) for the purposes of this resolution:

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

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) 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 (“Articles of Association”) or any applicable laws to be held; or

• (c) the date of which the authority sets out in this resolution is revoked or varied by an ordinary resolution passed in general meeting.

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

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NOTICE OF ANNUAL GENERAL MEETING

(B) “ THAT

• (i) subject to sub-paragraph (ii) of this resolution below, the exercise by the Directors during the Relevant Period (as defined in sub-paragraph (iii) of this resolution) of all the powers of the Company to buy back issued shares of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Securities and Futures Commission for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of shares of the Company to be bought back pursuant to the approval in sub-paragraph (i) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of this resolution and the said approval shall be limited accordingly; and

• (iii) for the purposes of this resolution:

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

• (a) the conclusion of the next annual general meeting of the Company; or

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

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution passed in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

• (C) “ THAT conditional upon resolution nos. 4(A) and 4(B) above being passed, the aggregate number of shares of the Company which are bought back by the Company under the authority granted to the Directors as mentioned in resolution no. 4(B) above shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution no. 4(A) above, provided that such extended number of shares shall not exceed 10% of the total number of issued Shares as at the date of passing resolution no. 4(B).”

By order of the Board Ulferts International Limited Mok Fung Lin, lvy Company Secretary

Hong Kong, 16 July 2019

Registered Office: Units 1905-07 19th Floor Emperor Group Centre 288 Hennessy Road Wanchai Hong Kong

Notes:

• (i) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies (if he/she is a holder of more than one share) to attend and vote in his/her stead. A proxy need not be a member of the Company.

• (ii) In order to be valid, the form of proxy must be in writing under the hand of the appointor or his/her attorney duly authorized in writing, or if the appointor is a corporation, either under its common seal, or under the hand of an officer or attorney duly authorized on that behalf, and must be deposited at the Company’s Share Registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (“Share Registrar”) together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney, not less than 48 hours before the time for holding the meeting or adjourned meeting.

• (iii) Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding of such share.

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting.

• (v) In order to qualify for the right to attend and vote at the above meeting, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Company’s Share Registrar, Tricor Secretaries Limited at the above address before 4:30 p.m. on 9 August 2019 (Friday).

• (vi) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this Notice will be decided by poll at the meeting. Where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted, such resolution will be decided by a show of hands.

• (vii) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

• (viii) If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 9:30 a.m. and before the above meeting time, the meeting will be postponed. The Company will post an announcement on the website of the Stock Exchange (https://www.hkexnews.hk) and the Company’s website (https://www.ulfertsintl.com) to notify shareholders of the date, time and place of the rescheduled meeting.

This Circular (in both English and Chinese versions) is available to any Shareholder either in printed form or on the websites of the Stock Exchange (https://www.hkexnews.com) and the Company (https://www.ulfertsintl.com). In order to protect the environment, the Company highly recommends Shareholders to elect to receive electronic copy of this Circular. Shareholders may have the right to change their choice of receipt of all future Corporate Communications at any time by reasonable notice in writing to the Company or the Company’s Share Registrar, Tricor Secretaries Limited, by post at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or by email at is-enquiries@hk.tricorglobal.com.

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