Web3 Meta Limited — AGM Information 2016

Sep 30, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 Odella Leather Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

ODELLA LEATHER HOLDINGS LIMITED 愛 特 麗 皮 革 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 08093)

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Odella Leather Holdings Limited to be held at Room 3, United Conference Centre, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 25 November 2016 at 10:00 a.m. is set out on pages 14 to 18 in this circular. A form of proxy for the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (or any adjournment thereof) to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting (or any adjournment thereof) should you so wish.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

This circular will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at www.odella.com.

30 September 2016

CHARACTERISTICS OF GEM

The GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on the GEM, there is a risk that securities traded on the GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on the GEM.

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CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– ii –

DEFINITIONS

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

• ‘‘Annual General Meeting’’

the annual general meeting of the Company to be held at Room 3, United Conference Centre, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 25 November 2016 at 10:00 a.m., the notice of which is set out on pages 14 to 18 of this circular

• ‘‘Articles’’

• the Articles of Association of the Company

• ‘‘Board’’

• the board of Directors

• ‘‘close associate(s)’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Code on Share Buy-backs’’

• the Code on Share Buy-backs approved by the SFC as amended from time to time

• ‘‘Companies Law’’

• the Companies Law, Cap. 22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands

• ‘‘Company’’

Odella Leather Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the GEM

• ‘‘core connected person’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange

• ‘‘GEM Listing Rules’’

• the Rules Governing the Listing of Securities on the GEM of the Stock Exchange

• ‘‘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 and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting

– 1 –

DEFINITIONS

‘‘Latest Practicable Date’’	23 September 2016, being the latest practicable date prior to
	the printing of this circular for ascertaining certain information
	in this circular
‘‘PRC’’	the People’s Republic of China
‘‘Repurchase Mandate’’	a general and unconditional mandate proposed to be granted to
	the Directors to exercise the power of the Company to
	repurchase Shares up to a maximum of 10% of the number of
	issued Shares as at the date of passing the relevant resolution
	at the Annual General Meeting
‘‘SFC’’	the Securities and Futures Commission of Hong Kong
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong) as amended from time to time
‘‘Share(s)’’	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
‘‘Shareholder(s)’’	holder(s) of Shares
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	the Code on Takeovers and Mergers approved by the SFC as
	amended from time to time
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘%’’	per cent.

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LETTER FROM THE BOARD

ODELLA LEATHER HOLDINGS LIMITED 愛 特 麗 皮 革 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 08093)

Executive Directors:

Cheung Woon Yiu (Chairman) Lam Wai Si Grace (Chief Executive Officer) Ching Wai Man

Non-executive Director: Ng Lai Hung

Independent Non-executive Directors: Wong Wai Kong How Sze Ming Philip David Thacker

Registered Office: Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 1701 Treasure Centre 42 Hung To Road Kwun Tong, Kowloon Hong Kong

30 September 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia, (i) the grant of the Issue Mandate and the Repurchase Mandate and (ii) the re-election of retiring Directors.

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LETTER FROM THE BOARD

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed that the Issue Mandate be granted to the Directors to exercise the power of the Company to allot, issue and deal with new Shares up to 20% of the number of issued Shares as at the date of passing of the relevant resolution and adding to such mandate so granted to the Directors any Shares representing the total number of Shares which may be purchased by the Company under the Repurchase Mandate.

As at the Latest Practicable Date, a total of 400,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 80,000,000 Shares.

Subject to the passing of the ordinary resolution by the Shareholders for granting the Issue Mandate at the Annual General Meeting, the Issue Mandate would expire at 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 Company is required by its Articles or the applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) the revocation, variation or renewal of the Issue Mandate by ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The Directors have no immediate plans to allot and issue any new Shares other than Shares which may fall to be issued upon the exercise of options granted under the share option scheme of the Company.

REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will also be proposed that the Repurchase Mandate be granted to the Directors to exercise all powers of the Company to repurchase on the GEM or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the SFC and the Stock Exchange, Shares up to a maximum of 10% of the number of issued Shares as at the date of passing of the relevant resolution.

Subject to the passing of the ordinary resolution by the Shareholders for granting the Repurchase Mandate at the Annual General Meeting, the Repurchase Mandate would expire at 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 Company is required by its Articles or the applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolutions of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

As required by the GEM Listing Rules, an explanatory statement containing the information reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the ordinary resolution in respect of the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of seven Directors, namely, Ms. Cheung Woon Yiu, Ms. Lam Wai Si Grace, Mr. Ching Wai Man, Ms. Ng Lai Hung, Dr. Wong Wai Kong, Mr. How Sze Ming and Mr. Philip David Thacker.

According to Article 105(A) of the Articles, 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. A retiring Director shall be eligible for re-election.

Accordingly, under Article 105(A) of the Articles, Mr. Ching Wai Man, Mr. How Sze Ming and Mr. Philip David Thacker will retire as Directors by rotation and, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

The biographical details of the retiring Directors eligible for re-election at the Annual General Meeting are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

At the Annual General Meeting, ordinary resolutions will be proposed to approve, inter alia, (i) the grant of the Issue Mandate and the Repurchase Mandate and (ii) the re-election of retiring Directors.

Notice of the Annual General Meeting is set out on pages 14 to 18 of this circular. A form of proxy for use at the Annual General Meeting is despatched together with this circular. They are also published on the website of the GEM and the website of the Company. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting 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 Annual General Meeting or at any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must 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. An announcement on the results of the poll will be published by the Company after the Annual General Meeting on the respective websites of the GEM and the Company.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the ordinary resolutions to be proposed at the Annual General Meeting for, inter alia, the grant of the Issue Mandate and the Repurchase Mandate and the reelection of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 is not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL INFORMATION

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

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board Odella Leather Holdings Limited Cheung Woon Yiu Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies listing on the GEM to repurchase their shares on the GEM or on another stock exchange recognised for this purpose by the SFC and the Stock Exchange, subject to the provisions of the Code on Share Buy-backs and certain restrictions, amongst which the GEM Listing Rules provide that the shares proposed to be purchased by the issuer must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate to its directors to make the purchase(s) or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue is 400,000,000. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors will be authorised to repurchase a maximum of 40,000,000 Shares, being 10% of the number of issued Shares as at the date of passing of the relevant resolution for granting the Repurchase Mandate during the period up to (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by its Articles or the applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever occurs first.

3. REASONS FOR THE REPURCHASES

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

4. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands. Under the Cayman Islands laws, any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if so authorised by its Articles and subject to the provisions of the Companies Law, out of capital and, in the case of any premium payable on a repurchase, such premium must be provided for out of the profits of the Company or from sums

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EXPLANATORY STATEMENT

APPENDIX I

standing to the credit of the share premium account of the Company or, if authorised by its Articles and subject to the provisions of the Companies Law, out of capital. The Company may not purchase securities on the GEM 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 material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 30 June 2016) 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 impact on the working capital requirements of the Company or the gearing levels which, in the opinion of the Board, are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the GEM in each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
September 2015	0.450	0.350
October 2015	0.495	0.375
November 2015	0.520	0.425
December 2015	0.630	0.410
January 2016	0.490	0.410
February 2016	0.490	0.420
March 2016	0.600	0.425
April 2016	0.770	0.480
May 2016	0.900	0.570
June 2016	0.690	0.580
July 2016	0.670	0.590
August 2016	0.720	0.580
September 2016 (up to the Latest Practicable Date)	0.650	0.560

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

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

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, to the best knowledge of the Directors, each of Quality Century Limited (a company solely owned by Ms. Cheung Woon Yiu, an executive Director), Design Vanguard Limited (a company solely owned by Ms. Lam Wai Si Grace, an executive Director) and Olson Global Limited (a company solely owned by Mr. Ching Wai Man, an executive Director), was interested in 204,000,000 Shares, 51,000,000 Shares and 45,000,000 Shares, representing 51.0%, 12.75% and 11.25% of the total issued Share capital or voting rights in the general meetings of the Company, respectively. In the event that the Directors exercise in full the power of the Company to repurchase Shares pursuant to the Repurchase Mandate, the interest in the issued Share capital or voting rights of the Company of Quality Century Limited, Design Vanguard Limited and Olson Global Limited in the Company would increase to approximately 56.7%, 14.2% and 12.5%, respectively. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase and no disposal by any of the substantial Shareholders of their interests in the Shares, an exercise of the Repurchase Mandate may result in less than 25% of the Shares being held by the public. In any event, unless otherwise approved by the Stock Exchange, the Directors will refrain from exercising the power conferred by the Repurchase Mandate to an extent as may result in a public shareholding of less than 25%.

7. DISCLOSURE OF INTERESTS AND UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected person of the Company that such a person has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the GEM Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the GEM or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out below:

Mr. CHING Wai Man (‘‘Mr. Ching’’), Executive Director

• Age : 53 Length of service and : Mr. Ching was appointed as a Director on 3 September 2014. positions held with other members of the Mr. Ching joined the Group in March 2010 when he was Group appointed as a director of Perline Company Limited (‘‘Perline’’). He was then appointed as a director of 佛山市南 海盛麗皮衣有限公司 (Foshan Nanhai Shengli Leather Garment Co. Ltd.*) in April 2010. In September 2014, he was appointed as a director of Odella BVI.

Pursuant to the service contract entered into between the Company and Mr. Ching on 28 January 2015, the terms of service is three years commencing from 1 January 2015, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with Article 105(A) of the Articles.

• Qualification and : Mr. Ching obtained a diploma in knitting technology from The experience Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) in November 1983. He has worked in a United States luxury brand apparel trading and export company in Hong Kong from May 1987 to May 1989. In July 1989, he started his career in the fine leather garment industry by joining a then related company of Perline, a company which was principally engaged in trading of luxury leather garments. Mr. Ching has accumulated more than 28 years’ of working experience in the luxury and fine leather garment trading and manufacturing industry.

• Interests in Shares : Mr. Ching is the sole shareholder and director of Olson Global Limited (‘‘OGL’’) which is a substantial Shareholder of the Company. OGL holds 11.25% of the total issued share capital in the Company.

• Amount of emoluments : Mr. Ching is entitled to emoluments of HK$679,000 per annum.

• for identification purpose only

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. HOW Sze Ming (‘‘Mr. How’’), Independent Non-executive Director

• Age : 39 Length of service and : Mr. How was appointed as an independent non-executive positions held with Director on 28 January 2015. other members of the Group Mr. How is also the chairman of the remuneration committee of the Board and a member of each of the audit committee, nomination committee and corporate governance committee of the Board.

Pursuant to the appointment letter entered into between the Company and Mr. How on 28 January 2015, the terms of service is three years commencing from 28 January 2015, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with Article 105(A) of the Articles.

Qualification and : Mr. How graduated from The Chinese University of Hong experience Kong with a first class honours bachelor’s degree in Business Administration (majoring in professional accountancy). By profession, he is a fellow member of the Association of Chartered Certified Accountants and an associate member of Hong Kong Institute of Certified Public Accountants.

Mr. How has over 16 years of experience in investment banking and business assurance industries. He started his career by working in one of the international accounting firms. Thereafter, he has accumulated extensive experience in corporate finance advisory by working in several renowned investment banks with China background in Hong Kong. At present, Mr. How is the managing director and co-head of investment banking where he is responsible for corporate finance advisory of Southwest Securities (HK) Capital Limited. He is an independent non-executive director of QPL International Holdings Limited (stock code: 243) from September 2013 to September 2016 and Forgame Holdings Limited (stock code: 484) since January 2016 of which are listed on the Main Board of the Stock Exchange. He is also an independent non-executive director of World-Link Logistics (Asia) Holdings Limited (stock code: 8012) since December 2015 of which is listed on the GEM.

Amount of director’s fee : Mr. How is entitled to director’s fee in the amount of HK$120,000 per annum.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Philip David THACKER (‘‘Mr. Thacker’’), Independent Non-executive Director

• Age : 54 Length of service and : Mr. Thacker was appointed as an independent non-executive positions held with Director on 28 January 2015. other members of the Group Mr. Thacker is also a member of each of the audit

Mr. Thacker is also a member of each of the audit committee and corporate governance committee of the Board.

Pursuant to the appointment letter entered into between the Company and Mr. Thacker on 28 January 2015, the terms of service is three years commencing from 28 January 2015, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with Article 105(A) of the Articles.

Qualification and : Mr. Thacker was awarded a Bachelor of Arts degree in experience classical studies from the University of Leicester in the United Kingdom in July 1984 and obtained a Master of Business Administration degree from The Open University in the United Kingdom through long distance learning in December 1992. He completed a course organised by the European Commission named ‘‘The 15th Executive Training Programme in Japan (ETP15)’’ in November 1996.

Mr. Thacker served as a director of On-Line plc (London Stock Exchange stock code: ONL) from 1999 to 2002 and ADVFN.com plc (London Stock Exchange stock code: AFN) from 2000 to 2001. From January 2002 to July 2016, he was a senior adviser to Pentland Brands plc, a corporation principally engaged in brand management and retail of footwear, clothing and related accessories in the sports, outdoor and fashion sectors. Mr. Thacker is also an executive director of Berghaus Japan Co., Ltd, a corporation principally engaged in brand management, during July to October 2009 and since August 2012.

Amount of director’s fee : Mr. Thacker is entitled to director’s fee in the amount of HK$120,000 per annum.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

GENERAL

Save as disclosed above, none of the above Directors:

• (i) held any other positions in any members of the Group as at the Latest Practicable Date;

• (ii) had any relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company as at the Latest Practicable Date;

• (iii) held any other directorships in listed public companies in the three years prior to the Latest Practicable Date; and

• (iv) had any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information in relation to the above Directors that needs to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders pursuant to Rule 17.50(2)(w) of the GEM Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

ODELLA LEATHER HOLDINGS LIMITED 愛 特 麗 皮 革 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 08093)

NOTICE IS HEREBY GIVEN that the annual general meeting of Odella Leather Holdings Limited (the ‘‘Company’’) will be held at Room 3, United Conference Centre, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 25 November 2016 at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the audited financial statements of the Company and its subsidiaries and the reports of the directors (‘‘Directors’’) and the independent auditors of the Company for the year ended 30 June 2016.

2. (i) To re-elect the following retiring Directors:

   • (a) Mr. Ching Wai Man;

   • (b) Mr. How Sze Ming; and

   • (c) Mr. Philip David Thacker.

3. (ii) To authorize the board (the ‘‘Board’’) of Directors to fix the Directors’ remuneration.

4. To re-appoint HLB Hodgson Impey Cheng Limited as the Company’s independent auditors and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESSES

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, pass with or without modifications, the following resolution (‘‘Resolution’’) as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) of this Resolution below, pursuant to the Rules (the ‘‘GEM Listing Rules’’) Governing the Listing of Securities on the Growth Enterprise Market (the ‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the directors (‘‘Directors’’) of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with the unissued shares (each a ‘‘Share’’) of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants to subscribe for Shares and debentures convertible into Shares), which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds warrants to subscribe for Shares and debentures convertible into Shares), which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of issued shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares under the exercise of any options granted under the share option scheme or similar arrangement of the Company for the time being adopted by the Company for the grant or issue to eligible participants thereunder or rights to acquire Shares; or (iii) an issue of Shares as any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (‘‘Articles’’) in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20 per cent. of the aggregate number of issued Shares as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this Resolution until whichever is the earliest of:

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

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

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution;

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares as at that date (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

1. To consider and, if thought fit, pass with or without modifications, the following resolution (‘‘Resolution’’) as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) of this Resolution below, the exercise by the directors (‘‘Directors’’) of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares (‘‘Shares’’) of the Company on the Growth Enterprise Market (the ‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (‘‘SFC’’) and the Stock Exchange for such purpose, and subject to and in accordance with the Rules Governing of Listing of Securities on the GEM, other rules, regulations and requirements of the SFC, the Stock Exchange or other stock exchange, and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate number of issued Shares which the Company is authorised to purchase pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as hereinafter defined) shall not exceed 10 per cent. of the aggregate number of issued Shares as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this Resolution until whichever is the earliest of:

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

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

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.’’

• To consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

‘‘THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares (‘‘Shares’’) of the Company pursuant to resolution numbered 4 above be and it is hereby extended by the addition thereto of the aggregate number of issued Shares which may be purchased by the Company pursuant to or in accordance with the authority granted under resolution numbered 5 above, provided that such number of Shares so purchased shall not exceed 10% of the total number of issued Shares as at the date of passing of the said resolution.’’

By order of the Board Odella Leather Holdings Limited Cheung Woon Yiu Chairman

Hong Kong, 30 September 2016

Registered office:

Cricket Square Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 1701 Treasure Centre 42 Hung To Road Kwun Tong, Kowloon Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (‘‘Shares’’) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the meeting is enclosed. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited at the Company’s branch share registrar and transfer office in Hong Kong (‘‘Branch Registrar’’), Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding the meeting (or any adjournment thereof).

4. For the purpose of determining members who are qualified for attending the above meeting, the register of members of the Company will be closed from 23 November 2016 to 25 November 2016 (both days inclusive), during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on 22 November 2016.

5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting (or any adjournment thereof) and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the Company’s board of directors comprise: Ms. Cheung Woon Yiu, Ms. Lam Wai Si Grace and Mr. Ching Wai Man as executive directors, Ms. Ng Lai Hung as non-executive director; and Dr. Wong Wai Kong, Mr. How Sze Ming and Mr. Philip David Thacker as independent non-executive directors.

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