2ec854eb-5bef-4d98-bba5-e6a0c6df7377.pdf If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 SCMP Group Limited, you should at once hand this circular and the accompanying form of proxy 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.

(Incorporated in Bermuda with limited liability) (Stock Code: 583)

Proposals for Grant of General Mandates to Issue and Buy Back Shares and Re-election of Retiring Director and Resignation of Directors and Election of Proposed Directors and Notice of Annual General Meeting

A notice convening the annual general meeting of SCMP Group Limited to be held at Island Ballroom A, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Monday, 6 June 2016 at 10:00 a.m. is set out on pages 13 to 17 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy enclosed with this circular in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting (or at any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

With effect from 5 April 2016, the English name of the Company has been changed from "SCMP Group Limited" to "Armada Holdings Limited" and the Chinese name of "南潮控股有限公司" has been adopted to replace "南華早報集團有限公司" (which was used for identification purposes only). The Company is in the process of applying for the registration of the Company's new English and Chinese names in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622 of the

Laws of Hong Kong) and a further announcement will be made in due course in connection therewith. All references in this document to "SCMP Group Limited" and "南華早報集團有限公司" should be read as "Armada Holdings Limited" and "南 潮控股有限公司" respectively.

* For identification purpose only

26 April 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Re-election of Retiring Director. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Resignation of Directors and Election of Proposed Directors . . . . . . . . . . . 6

6. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

7. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

9. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Appendix 1 - Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . 13 Appendix 2 - Explanatory Statement on the Share Buy-back Mandate . . . 18 Appendix 3 - Right to Demand a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

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

"AGM Notice" the notice convening the Annual General Meeting as set out on pages 13 to 17 of this circular

"Annual General Meeting" the annual general meeting of the Company to be held at

Island Ballroom A, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Monday, 6 June 2016 at 10:00 a.m.

"Board" the Board of Directors

"Bye-Laws" the bye-laws of the Company as amended, supplemented or modified from time to time

"Company" SCMP Group Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange with stock code 583. With effect from 5 April 2016, the English name of the Company has been changed from "SCMP Group Limited" to "Armada Holdings Limited" and the Chinese name of "南潮控股有限公司" has been adopted to replace "南華早報集團有限公司" (which was used for identification purposes only). The Company is in the process of applying for the registration of the Company's new English and Chinese names in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and a further announcement will be made in due course in connection therewith. All references in this document to "SCMP Group Limited" and "南華早報 集團有限公司" should be read as "Armada Holdings Limited" and "南潮控股有限公司" respectively.

"Director(s)" the director(s) of the Company

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" 19 April 2016, being the latest practicable date prior to

the printing of this circular for ascertaining certain information contained in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange for the time being in force

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

"Share(s)" the ordinary share(s) of HK$0.10 each in the share capital of the Company

"Shareholder(s)" holder(s) of the Share(s) in issue

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" Hong Kong Code on Takeovers and Mergers

"%" per cent.

SCMP Group Limited issued this content on 25 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 April 2016 09:00:08 UTC

Original Document: http://scmpgroup.com/sites/default/files/e_00583cir-20160426 (2016 AGM circular).pdf