Great Eagle : General Mandates to Buy-back and to Issue Shares, Re-election of Retiring Directors, Proposed Adoption of New Share Option Scheme and Termination of The Operation of The Existing Share Option Scheme and Notice of 2019 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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Great Eagle Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

(Stock Code: 41)

GENERAL MANDATES TO BUY-BACK AND TO ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME AND

TERMINATION OF THE OPERATION

OF THE EXISTING SHARE OPTION SCHEME

AND

NOTICE OF 2019 ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Great Eagle Holdings Limited to be held at Yat Tung Heen, 2nd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong, on Wednesday, 22 May 2019 at 4:00 p.m. is set out on pages N1 to N6 of this circular.

Whether or not you intend to be present at the 2019 AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's principal place of business in Hong Kong at 33rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2019 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the 2019 AGM or any adjourned meeting thereof should you so wish.

3 April 2019

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed General Mandates to Buy-back and to Issue Shares . . . . . . . . .	6
3.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . .	7

4.Proposed Adoption of New Share Option Scheme and Termination of the

Operation of the Existing Share Option Scheme . . . . . . . . . . . . .

8

5.2019 Annual General Meeting, Closure of Registers of Members

	and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . .			11
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . .			12
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . .			12
8.	General Information . . . . . . . . . . . . . . . . . . . . . . . . .			13
Appendix I		-	Explanatory Statement . . . . . . . . . . . . . . . . . . .	14
Appendix II		-	Details of the Retiring Directors to be Re-elected . . . . . . . .	17
Appendix III		- Summary of the principal terms of the
			New Share Option Scheme . . . . . . . . . . . . . . . .	22
Notice of 2019 Annual General Meeting . . . . . . . . . . . . . . . . . . .				N1

DEFINITIONS

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

"2019 AGM"	the AGM to be convened at 4:00 p.m. on Wednesday, 22 May 2019,
	notice of which is set out on pages N1 to N6 of this circular
"Adoption Date"	22 May 2019 (the date on which the New Share Option
	Scheme to be adopted by resolution of the Company in general
	meeting)
"AGM"	annual general meeting of the Company
"Allotment Date"	the date on which Shares are allotted to the Grantee (or
	his or her legal representatives) pursuant to the Option
	granted and exercised hereunder
"associate" or "close associate"	has the same meaning ascribed to it in the Listing Rules
"Auditor"	the auditor for the time being of the Company
"Board"	the board of Directors
"Business Day"	any day in which the Stock Exchange is open for the business
	of dealing in securities
"Buy-back Mandate"	the general and unconditional mandate to exercise all the power
	of the Company to buy-back issued and fully-paid Shares not
	exceeding 10 percent of the aggregate nominal amount of the
	Shares in issue at the date of passing of the resolution
"Bye-laws"	The bye-laws of the Company as may be amended from time
	to time
"Commencement Date"	in respect of any particular Option, the date upon which the
	Option is deemed to be granted and accepted in accordance
	with paragraph 3.3 in Appendix III to this circular
"Company"	Great Eagle Holdings Limited
"connected person" or	has the same meaning ascribed to it in the Listing Rules
"core connected person"
"Date of Grant"	the date on which an Option is offered to a Participant
"Director(s)"	the director(s) of the Company

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	DEFINITIONS
"Exercise Period"	in respect of any particular Option, the period to be notified by
	the Board to each Grantee which the Board may in its absolute
	discretion determine, save that such period shall not be
	more than 10 years from the Date of Grant
"Existing Share Option Scheme"	The share option scheme adopted by the Company
	pursuant to an ordinary resolution passed on 27 May 2009.
	Pursuant to which the Board may grant options to, inter alia,
	eligible employees, including executive directors of
	the Company and its subsidiaries, to subscribe for shares in
	the Company
"Grantee"	any Participant who accepts the offer of the grant of an Option
	in accordance with the terms of the New Share Option
	Scheme, and where the context permits, any person who is
	entitled to any such Option in consequence of the death of the
	original Grantee
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	the general and unconditional mandate to allot, issue and deal
	with Shares (and securities exercisable or convertible into
	Shares) with an aggregate nominal value not exceeding
	20 percent of the aggregate nominal amount of the Shares
	in issue at the date of passing of the resolution
"Latest Practicable Date"	29 March 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	referred to in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Member of the Group"	means any of the subsidiaries, associated companies and/or
	joint ventures of the Company
"New Share Option Scheme"	the share option scheme proposed to be adopted at the
	2019 AGM, the principal terms of which are set out in
	Appendix III to this circular
"Notice"	the notice convening the 2019 AGM dated 3 April 2019 as
	set out on pages N1 to N6 of this circular

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	DEFINITIONS
"Offer Date"	the date on which an Option is offered to a Participant
"Option"	an option to subscribe for Shares granted pursuant to
	the New Share Option Scheme
"Option Period"	in respect of any particular Option, the period of 36 months
	commencing on the expiry of 24 months after the
	Commencement Date and expiring on the last day of the
	36 month period or such other period to be determined by
	the Board at its absolute discretion and notified by the Board
	to each Grantee as being the period during which an Option
	may be exercised, such period to expire not later than
	10 years from the Date of Grant of the Option. The Board
	may also provide restrictions on the exercise of such Option
	during the period an Option may be exercised as provided in
	paragraph 5.2 in Appendix III to this circular
"Participant"	any person the Board may select to be offered an Option,
	subject to compliance with applicable laws, including, without
	limitation, any full-time or part-time employee of the
	Company or any Member of the Group, any executive or
	non-executive director of the Company, any Member of the
	Group and any business associate, agent, contractor, business
	partner, consultant, adviser, supplier, customer, subcontractor,
	joint venture partner or business alliance of the Company or
	any Member of the Group
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	the ordinary share(s) of HK$0.50 each in the share capital of
	the Company, or if there has been a subdivision, consolidation,
	reclassification of or reconstruction of the share capital of the
	Company, shares forming part of the ordinary equity share
	capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription Price"	the price per Share at which a Grantee may subscribe for
	Shares on the exercise of an Option
"Takeovers Code"	Code on Takeovers and Mergers

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