Yau Lee Holdings Limited — Proxy Solicitation & Information Statement 2016

Nov 17, 2016

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

If you have sold or transferred all your shares in Pokfulam Development Company Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

POKFULAM DEVELOPMENT COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 225)

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND ISSUE NEW SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

Capitalized terms used in the lower portion of this cover page and the cover inside page shall have the same respective meanings as those defined in the section headed “Definitions” of this circular.

A notice of the Annual General Meeting is set out in the Annual Report. A form of proxy for use by the Shareholders in connection with the Annual General Meeting is enclosed with the Annual Report which has been despatched to the Shareholders together with this circular.

If you do not intend to attend the Annual General Meeting in person but wish to exercise your right as a Shareholder, you are requested to complete and return the form of proxy enclosed with the Annual Report in accordance with the instructions printed thereon and deposit the same with the registered office of the Company at 23rd Floor, Beverly House, 93-107 Lockhart Road, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or its adjournment should you so wish and in such event, the form of proxy shall be deemed to be revoked.

18 November 2016

CONTENTS

Page

Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Extension of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . .	6
5.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Details of Retiring Directors
	Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “Annual General Meeting”

• the annual general meeting of the Company to be held at Director’s Room, World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 22 December 2016 at 3:30 p.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting, which is set out on pages 102 to 104 of the Annual Report, or any adjournment thereof

• “Annual Report”

• the annual report of the Company for the Year

• “Articles of Association”

• the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

• “Audit Committee”

• the audit committee of the Board

• “Board”

• the board of Directors

• “close associate(s)”

• has the meaning ascribed thereto under the Listing Rules

• “Companies Ordinance”

• the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• “Company”

• Pokfulam Development Company Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 0225)

• “controlling shareholder(s)”

• has the meaning ascribed thereto under the Listing Rules

• “core connected person(s)”

• has the meaning ascribed thereto under the Listing Rules

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

• “Group”

• the Company and its subsidiaries

– 1 –

DEFINITIONS

• “HK$”

• “Hong Kong”

• “Latest Practicable Date”

• “Listing Rules”

• “Nomination Committee”

• “Remuneration Committee”

• “SFO”

• “Share(s)”

• “Share Buy-back Mandate”

• “Share Issue Mandate”

• “Shareholder(s)”

• “Stock Exchange”

• Hong Kong dollars, the lawful currency of Hong Kong

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

• 14 November 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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

• the nomination committee of the Board

• the remuneration committee of the Board

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ordinary share(s) of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

• a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting as set out on pages 102 to 104 of the Annual Report

• a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the aggregate number of the issued Shares as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting as set out on pages 102 to 104 of the Annual Report

• holder(s) of the Share(s)

• The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

“subsidiary(ies)”	has the meaning ascribed thereto under the Listing
	Rules
“substantial shareholder(s)”	has the meaning ascribed thereto under the Listing
	Rules
“Takeovers Codes”	the Codes on Takeovers and Mergers and Share
	Buy-backs approved by the Securities and Futures
	Commission of Hong Kong as amended from time to
	time
“USA”	the United States of America
“Year”	the year ended 30 September 2016

– 3 –

LETTER FROM THE BOARD

POKFULAM DEVELOPMENT COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 225)

Executive Directors: Wong Tat Chang, Abraham (Chairman and Managing Director) Wong Tat Kee, David Wong Tat Sum, Samuel

Registered Office: 23rd Floor, Beverly House, 93-107 Lockhart Road, Wanchai, Hong Kong.

Independent Non-executive Directors: Lam Hsieh Lee Chin, Linda Li Kwok Sing, Aubrey Sit Hoi Wah, Kenneth

Company Secretary: Hui Sui Yuen

18 November 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND ISSUE NEW SHARES AND RE-ELECTION OF RETIRING DIRECTORS

1. INTRODUCTION

At the annual general meeting of the Company held on 22 December 2015, resolutions were passed giving general mandates to the Directors to allot, issue and deal with the Shares and to exercise the powers of the Company to buy back its own Shares in accordance with the relevant rules set out in the Listing Rules and the Takeovers Codes. These general mandates will lapse at the conclusion of the forthcoming Annual General Meeting unless renewed at that meeting. Ordinary resolutions will therefore be proposed at the Annual General Meeting to renew the general mandates to buy back Shares and to allot, issue and deal with Shares.

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LETTER FROM THE BOARD

The Company will also propose at the Annual General Meeting resolutions for, amongst other matters, the extension of the Share Issue Mandate and the re-election of retiring Directors.

The purpose of this circular is to provide you with information regarding, inter alia, the proposed general mandates to buy back Shares and to allot, issue and deal with the Shares, the extension of the Share Issue Mandate and the re-election of the retiring Directors.

2. GENERAL MANDATE TO BUY BACK SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to renew the granting to the Directors of the Share Buy-back Mandate, allowing the Company to buy back its own Shares on the Stock Exchange, or on other stock exchange on which the Shares may be listed, up to a limit of 10% of the aggregate number of the issued Shares as at the date of passing of the proposed ordinary resolution approving the Share Buy-back Mandate.

The Share Buy-back Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (c) the date on which the authority given under the ordinary resolution approving the Share Buy-back Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

The Directors wish to state that they have no immediate plan to buy back any Shares pursuant to the Share Buy-back Mandate.

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

3. GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to renew the granting to the Directors of the Share Issue Mandate. The Shares which may be allotted and issued pursuant to the Share Issue Mandate is up to 20% of the aggregate number of the issued Shares as at the date of passing of the proposed ordinary resolution approving the Share Issue Mandate. An ordinary resolution to extend the Share Issue Mandate by adding the aggregate number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.

As at the Latest Practicable Date, the number of Shares in issue was 110,179,385. Subject to the passing of the proposed ordinary resolution granting the Share Issue Mandate and on the basis that no further Shares are issued and no Shares are bought back after the Latest Practicable Date and up to the date of the passing such resolution, the Company will be allowed to issue a maximum of 22,035,877 Shares. The Company has not

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LETTER FROM THE BOARD

allotted any Shares during the past twelve months and has no present intention to issue any Shares. The reason for the Directors seeking the grant of a general mandate to issue Shares is to give the Company the flexibility to do so if and when appropriate.

The Share Issue Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (c) the date on which the authority given under the ordinary resolution approving the Share Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

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

4. EXTENSION OF GENERAL MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Share Issue Mandate and the Share Buy-back Mandate, an ordinary resolution will be proposed at the Annual General Meeting to extend the Share Issue Mandate by the addition to the aggregate number of the Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of the Shares bought back by the Company pursuant to the Share Buy-back Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution in relation thereto.

5. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 119 and 120 of the Articles of Association, Mr. Wong Tat Kee, David (“Mr. Wong”), an executive Director and Mdm. Lam Hsieh Lee Chin, Linda (“Mdm. Lam”), an independent non-executive Director, shall retire from office by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.

Pursuant to code provision A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, Mdm. Lam has been serving as an independent non-executive Director for more than 9 years, and her re-election will be subject to a separate resolution to be approved by the Shareholders. Mdm. Lam who has never held any executive or management position in the Group nor has she throughout such period been under the employment of any member of the Group, has confirmed her independence by reference to the factors set out in Rule 3.13 of the Listing Rules. The Company considers that Mdm. Lam is still independent in accordance with the independence guidelines as set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning. The Board is not aware of any circumstances that may influence Mdm. Lam in exercising her independent judgment.

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

– 6 –

LETTER FROM THE BOARD

The Nomination Committee has reviewed the annual written confirmation of independence of each of the independent non-executive Directors and assessed their independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all the independent non-executive Directors, namely Mdm. Lam, Mr. Li Kwok Sing, Aubrey and Mr. Sit Hoi Wah, Kenneth remain independent. In addition, the Nomination Committee has also assessed the performance of the Directors during the Year.

With the nomination of the Nomination Committee, the Board has recommended that both the retiring Directors, namely Mr. Wong and Mdm. Lam stand for re-election as Directors at the Annual General Meeting. As a good corporate governance practice, each of the retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders.

6. ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out in the Annual Report accompanying this circular.

A form of proxy in connection with the Annual General Meeting is enclosed with the Annual Report. If you do not intend to attend the Annual General Meeting but wish to exercise your right as a Shareholder, you are requested to complete the form of proxy and return it to the registered office of the Company, 23rd Floor, Beverly House, 93-107 Lockhart Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or its adjournment should you so wish and in such event, the form of proxy will be deemed to be revoked.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the chairman of the Annual General Meeting will demand a poll for each and every resolution put forward at the Annual General Meeting pursuant to Article 71 of the Articles of Association. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

8. 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.

9. RECOMMENDATION

The Directors believe that the proposed granting of the Share Buy-back Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate to issue Shares and the re-election of retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of Pokfulam Development Company Limited

Wong Tat Chang, Abraham

Chairman, Managing Director and Executive Director

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APPENDIX I

EXPLANATORY STATEMENT

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate. It also constitutes the memorandum under Section 239(2) of the Companies Ordinance.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 110,179,385 issued Shares.

Subject to the passing of the ordinary resolution set out in item 7 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that no further Shares are issued or no Shares are bought back before the Annual General Meeting, the Directors would be authorised under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, an aggregate number of up to 11,017,938 Shares, representing 10% of the aggregate number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR BUY-BACK

The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and its Shareholders. The buy-back of Shares may, depending on the 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 buy-back will benefit the Company and its Shareholders.

3. FUNDING OF BUY-BACK

In buying back the Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities and will be made out of funds legally available for such purpose (such as distributable profits of the Company or the proceeds of a fresh issue of Shares) in accordance with its Articles of Association and the laws of Hong Kong, including but not limited to the Companies Ordinance.

4. IMPACT OF BUY-BACK

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Company for the Year contained in the Annual Report) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Share 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 the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT

5. NO DIRECTOR SELLING

There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any of their close associates who have a present intention, in the event that the Share Buy-back Mandate is granted by Shareholders, to sell Shares to the Company.

6. UNDERTAKING

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

7. TAKEOVERS CODES

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Codes. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Codes), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the substantial shareholders of the Company having interests in 10% or more of the total number of issued Shares were as follows:

Number of Issued Shares

							Approximate
							percentage
							of
						Approximate	shareholding
						percentage	if the Share
						of the total	Buy-back
						number of	Mandate
	Personal	Family	Other	Other		the issued	is exercised
Name of Shareholders	interests	interests	interests	interests	Total	Shares	in full
		(Note 1)	(Note 2)	(Note 3)
Wong Tat Chang, Abraham	450,800	–	56,806,234	–	57,257,034	52.0%	57.74%
Wong Tat Kee, David	–	–	56,806,234	–	56,806,234	51.6%	57.29%
Wong Tat Sum, Samuel	556,000	28,800	56,806,234	–	57,391,034	52.1%	57.88%
Madison Profits Limited	–	–	–	22,827,632	22,827,632	20.7%	23.02%

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APPENDIX I

EXPLANATORY STATEMENT

Notes:

• (1) Mr. Wong Tat Sum, Samuel, an executive Director, was deemed to be interested in 28,800 Shares, being the interest held beneficially by his wife.

• (2) Shares included in other interests were beneficially owned by the discretionary trusts, of which Messrs. Wong Tat Chang, Abraham, Wong Tat Kee, David and Wong Tat Sum, Samuel, all being executive Directors, were beneficiaries.

• (3) These 22,827,632 Shares held by Madison Profits Limited were taken to be the corporate interests of Mdm. Kung, Nina (deceased) pursuant to the SFO. Messrs. Chan Wai Tong, Christopher, Jong Yat Kit and Wong Tak Wai, as joint and several administrators of the estate of Mdm. Kung, Nina (deceased), were deemed to have interest in the said 22,827,632 Shares in the capacity of trustees.

In the event that the Directors exercise in full the power to buy back Shares pursuant to the Share Buy-back Mandate, then (if the present shareholdings remain the same) the interest of the shareholding of each of the above Shareholders would be increased to approximately the percentages as set out opposite their respective names in the table above and the public float of the Company would be reduced to less than 25%. The Directors believe that such increase would not give rise to an obligation on the part of the above Shareholders to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes. Further, the Directors do not intend to exercise the power to buy back Shares to an extent which would render the above Shareholders or any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Codes. The Directors have no present intention to exercise the power to buy back Shares to the extent that the aggregate number of the issued Shares in public hands would be reduced to less than 25%.

The Directors are not aware of any consequences from any buy back of Shares under the Share Buy-back Mandate, which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Codes.

8. NO BUY-BACK

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

9. CORE CONNECTED PERSONS

No core connected persons of the Company have notified it of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Share Buy-back Mandate is granted by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

10. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months immediately before the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
2015
November	12.200	11.840
December	12.180	11.800
2016
January	11.600	11.100
February	11.540	11.520
March	11.960	11.600
April	12.200	11.720
May	12.380	12.000
June	12.500	11.800
July	12.800	12.200
August	13.400	12.380
September	15.000	12.800
October	14.500	13.820
November (up to and including
the Latest Practicable Date)	13.960	13.300

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting:

1. Mr. Wong Tat Kee, David (“Mr. Wong”) , aged 64, has been an executive Director since 1981. He holds a Bachelor and a Master degree in mechanical engineering from Stanford University, USA and also a Master of Business Administration degree from the University of Western Ontario, Canada. He has been involved in the building construction business in Hong Kong for over 30 years. He also holds directorship in a number of private companies, namely B L Wong (Holdings) Limited and a number of other private companies. He is a director of major subsidiaries of the Company.

Save as disclosed above, Mr. Wong did not hold any other directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Wong is the younger brother of Mr. Wong Tat Chang, Abraham, the elder brother of Mr. Wong Tat Sum, Samuel and an uncle of Mr. Wong Chin Yee, a general manager of the Company. Both of Mr. Wong Tat Chang, Abraham and Mr. Wong Tat Sum, Samuel are executive Directors and substantial shareholders of the Company. In addition, Mr. Wong Tat Chang, Abraham holds the position of the Chairman of the Board and Managing Director of the Company. Save as disclosed above, Mr. Wong does not have any relationship with any other Directors, senior management or substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Wong did not have personal interest in Shares in the Company, but had other interests of 56,806,234 Shares (approximately 51.56% of the issued share capital of the Company) in the Company within the meaning of Part XV of the SFO. Also, Mr. Wong was deemed to be interested in 4,784 shares in Elephant Holdings Limited, a subsidiary of the Company, which were owned beneficially by discretionary trusts, of which Mr. Wong is one of the beneficiaries.

On 1 April 2015, Mr. Wong entered into a letter of appointment with the Company for a specific term of three years commencing from 1 April 2015 and is subject to retirement and re-election at the Annual General Meeting pursuant to the Articles of Association. He is presently entitled to receive a Director’s fee of HK$80,000 per annum. His emoluments are to be determined by the Board upon the recommendations of the Remuneration Committee by reference to market rates, the Company’s remuneration policy, his duties and responsibilities with the Group subject to the approval of the Shareholders and annual review of the Board. For the Year, he received a Director ’s fee of HK$80,000.

Save as disclosed above, there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders and that there is no other information that needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

1. Mdm. Lam Hsieh Lee Chin, Linda (“Mdm. Lam”) , aged 89, was appointed as an independent non-executive Director in 1973. She is currently a member of the Audit Committee. She studied in Aurora College for Women, Shanghai. She is the elder of Kowloon Tong Church of the Chinese Christian and Missionary Alliance.

Save as disclosed above, Mdm. Lam did not hold any other directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas or any position in other companies within the Group.

Mdm. Lam does not have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mdm. Lam had a personal interest of 104,420 Shares in the Company (equivalent to approximately 0.095% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

On 1 April 2015, Mdm. Lam entered into a letter of appointment with the Company for a specific term of three years commencing from 1 April 2015 and is subject to retirement and re-election at the Annual General Meeting pursuant to the Articles of Association. She is presently entitled to receive a Director’s fee of HK$80,000 per annum and a fee of HK$20,000 for attending meetings of the Audit Committee. Her emoluments are to be determined by the Board upon the recommendation of the Remuneration Committee by reference to market rates subject to the approval of the Shareholders and annual review of the Board. For the Year, she received a Director’s fee of HK$80,000 and a fee of HK$20,000 for attending meetings of the Audit Committee.

Save as disclosed above, there are no other matters concerning Mdm. Lam that need to be brought to the attention of the Shareholders and that there is no other information that needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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