Orient Overseas International : Circular dated 10 April 2019 - Proposals for General Mandates to Issue and to Repurchase Securities and Re-election of Directors and Notice of Annual General Meeting​​

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 Orient Overseas (International) Limited, you should at once hand this circular and the proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

ORIENT OVERSEAS (INTERNATIONAL) LIMITED

東 方 海 外 ( 國 際 ) 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 316)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND

TO REPURCHASE SECURITIES AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Orient Overseas (International) Limited (the "Company") to be held on Friday, 17th May 2019 at 10:00 a.m. at Dynasty Room, 7th Floor, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong (the "AGM") is set out on pages 23 to 26 of this circular (the "Circular"). A proxy form for use by the shareholders of the Company (the "Shareholders") at the AGM is also enclosed with this Circular.

Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and deposit the same with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for the AGM (or any adjournment thereof). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so wish.

*For identification purpose only

10th April 2019

		CONTENTS
			Page
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II	-	DETAILS OF DIRECTORS PROPOSED
		TO BE RE-ELECTED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			23

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LETTER FROM THE BOARD

ORIENT OVERSEAS (INTERNATIONAL) LIMITED

東 方 海 外 ( 國 際 ) 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 316)

Executive Directors:	Principal Office:
Mr. XU Lirong (Chairman)	31st Floor
Mr. HUANG Xiaowen (Chief Executive Officer)	Harbour Centre
Mr. WANG Haimin	25 Harbour Road
Mr. ZHANG Wei	Wanchai
Mr. TUNG Lieh Cheung Andrew	Hong Kong

Non-Executive Directors:	Registered Office:
Mr. YAN Jun	Clarendon House
Ms. WANG Dan	2 Church Street
Mr. IP Sing Chi	Hamilton HM11
Ms. CUI Hongqin	Bermuda
Independent Non-Executive Directors:
Mr. CHOW Philip Yiu Wah
Professor WONG Yue Chim Richard
Dr. CHUNG Shui Ming Timpson
Mr. YANG Liang Yee Philip
Ms. CHEN Ying
	10th April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND

TO REPURCHASE SECURITIES AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the last annual general meeting of the Company held on 4th May 2018, resolutions were passed granting the directors of the Company (the "Directors") general mandates to issue shares and to repurchase shares of the Company. Such general mandates will lapse at the conclusion of the AGM. No shares have been repurchased and no shares have been allotted, issued or otherwise dealt with by the Company pursuant to these mandates. It is proposed that at the AGM, the Directors be granted general mandates to issue shares and to repurchase shares of the Company.

*For identification purpose only

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LETTER FROM THE BOARD

The purpose of this Circular is to set out the information and to seek your approval in relation to the proposed general mandates to issue and to repurchase shares of the Company and the re-election of Directors.

GENERAL MANDATES TO ISSUE AND TO REPURCHASE SECURITIES

An ordinary resolution will be proposed at the AGM to give a general and unconditional mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with, at any time until the conclusion of the next annual general meeting following the passing of the relevant resolution, or such earlier period as stated in the ordinary resolution of the Shareholders in general meeting (the "Relevant Period"), shares of all classes in the capital of the Company and securities convertible into shares and options, warrants or similar rights to subscribe for or purchase any share in the capital of the Company or such convertible securities (the "Shares" or "Share" as the case may be) and to make, issue or grant offers, agreements, options or warrants which will or might require the exercise of such mandate either during or after the Relevant Period, up to 20 percent of the aggregate number of Shares of the Company in issue at the date of passing of the resolution (the "Securities Issue Mandate"). On the basis that no further ordinary Shares of the Company will be issued prior to the AGM, the Directors would be authorised under the Securities Issue Mandate to issue the Shares up to a limit of 125,158,659 ordinary Shares of the Company.

Another ordinary resolution will be proposed at the AGM to give a general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase the Shares during the Relevant Period of up to a maximum of 10 percent of the aggregate number of Shares of the Company in issue at the date of passing of the resolution (the "Securities Repurchase Mandate").

In addition, an ordinary resolution will be proposed to authorise the extension of the Securities Issue Mandate, if passed, to increase the limit of the Securities Issue Mandate by adding to it the number of the Shares repurchased under the Securities Repurchase Mandate.

To keep in line with current corporate practice, resolutions will be proposed to renew these mandates and an explanatory statement providing information regarding the Securities Repurchase Mandate as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") is set out in Appendix I to this Circular.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board of Directors (the "Board") currently consists of fourteen Directors, namely Mr. Xu Lirong (Chairman) , Mr. Huang Xiaowen (Chief Executive Officer) , Mr. Wang Haimin, Mr. Zhang Wei, Mr. Tung Lieh Cheung Andrew, Mr. Yan Jun, Ms. Wang Dan, Mr. Ip Sing Chi, Ms. Cui Hongqin, Mr. Chow Philip Yiu Wah, Professor Wong Yue Chim Richard, Dr. Chung Shui Ming Timpson, Mr. Yang Liang Yee Philip and Ms. Chen Ying.

In accordance with bye-law 86(2) of the Bye-laws of the Company (the "Bye-laws"), Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Wang Haimin, Mr. Zhang Wei, Mr. Yan Jun, Ms. Wang Dan, Mr. Ip Sing Chi, Ms. Cui Hongqin, Dr. Chung Shui Ming Timpson, Mr. Yang Liang Yee Philip and Ms. Chen Ying, all appointed as Directors on 3rd August 2018, will hold office until the AGM and, being eligible, will offer themselves for re-election at the AGM.

In accordance with bye-law 87(2) of the Bye-laws, Professor Wong Yue Chim Richard will retire by rotation at the AGM and he has informed the Board that he will not offer himself for re-election at the AGM pursuant to bye-law 87(4)(c) of the Bye-laws and accordingly will retire as an Independent Non-Executive Director of the Company with effect from the conclusion of the AGM.

Recommendations to the Board for the proposed re-election of each of Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Wang Haimin and Mr. Zhang Wei as an Executive Director, each of Mr. Yan Jun, Ms. Wang Dan, Mr. Ip Sing Chi and Ms. Cui Hongqin as a Non-Executive Director and each of Dr. Chung Shui Ming Timpson, Mr. Yang Liang Yee Philip and Ms. Chen Ying as an Independent Non-Executive Director were made by the Nomination Committee of the Company, after having considered the structure, size and composition of the Board and performance of the Board (including the Independent Non-Executive Directors) with reference to the board diversity policy and the nomination policy of the Company.

The Board is of the view that each of Dr. Chung Shui Ming Timpson, Mr. Yang Liang Yee Philip and Ms. Chen Ying has provided valuable contributions to the Company and has demonstrated their abilities to provide independent, balanced and objective view to the Company's affairs supported by their own perspectives, skills and experience, as further described in their respective biographies in Appendix II to this circular.

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