Luen Thai : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

April 20, 2021 at 03:09 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Luen Thai Holdings Limited (the ''Company''), 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 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.

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2021 Annual General Meeting (''AGM'') of the Company to be held at the Boardroom, 10th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Thursday, 27 May 2021 at 3 : 00 p.m. is set out on pages AGM-1 to AGM-5 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to 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, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this document for measures being taken to try to prevent and control the spread of the coronavirus disease 2019 (''COVID-19'') at the AGM, including:

. compulsory temperature checks

. recommended wearing of surgical face masks

. no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company encourages attendees to wear face masks and reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

In case of inconsistency between the Chinese version and the English version of this circular, the English version will prevail.

Hong Kong, 20 April 2021

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Granting of General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . .	7
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I - EXPLANATORY STATEMENT TO
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II - DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III - DETAILS OF THE PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . .	III-1
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-I

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.
The Company encourages attendees to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats.
No refreshments will be served, and there will be no corporate gifts.
All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

If Shareholders choosing not to attend the AGM in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company as follows:

Email: corporate_communications@luenthai.com

- 1 -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at the
	Boardroom, 10th Floor, Nanyang Plaza, 57 Hung To Road,
	Kwun Tong, Kowloon, Hong Kong on 27 May 2021 at 3 : 00
	p.m., a notice of which is set out on pages AGM-1 to AGM-5 of
	this circular
''Articles of	the articles of association of the Company, as amended from
Association''	time to time
''Board''	the board of directors of the Company
''CG Code''	Corporate Governance Code contained in Appendix 14 to the
	Listing Rules
''Close Associates''	has the meaning ascribed thereto under the Listing Rules
''Company''	Luen Thai Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability with its shares listed on the
	Main Board of the Stock Exchange
''Core Connected	has the meaning ascribed thereto under the Listing Rules
Person''
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries from time to time
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong'' or	the Hong Kong Special Administrative Region of the People's
''HKSAR''	Republic of China
''INED(s)''	the independent non-executive director(s) of the Company
''Latest Practicable	14 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for the purpose of ascertaining certain
	information in this circular prior to its publication
''Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended, supplemented or
	otherwise modified from time to time
''Proposed	the proposed amendments to the Articles of Association as set
Amendments''	out in Appendix III of this circular

- 2 -

DEFINITIONS

''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong) as amended, supplemented or otherwise modified
	from time to time
''Share(s)''	ordinary share(s) with a nominal value of US$0.01 each in the
	capital of the Company
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeover Code''	the Hong Kong Code on Takeovers and Mergers
''US$''	United States dollars, the lawful currency of United States of
	America
''%''	per cent

- 3 -

LETTER FROM THE BOARD

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

Executive Directors:	Registered Office:
Mr. Qu Zhiming (Chairman)	Cricket Square
Dr. Tan Siu Lin (Honorary Life Chairman)	Hutchins Drive, P.O. Box 2681
Mr. Tan Cho Lung, Raymond	Grand Cayman
(Chief Executive Officer)	KY1-1111, Cayman Islands
Mr. Huang Jie
Mr. Zhang Min	Head office and principal place of
	business in Hong Kong:
Non-executive Director:	Rooms 1001-1005, 10/F
Ms. Mok Siu Wan, Anne	Nanyang Plaza
	57 Hung To Road
Independent Non-executive Directors:	Kwun Tong, Kowloon
Mr. Seing Nea Yie	Hong Kong
Mr. Chan Henry
Dr. Wang Ching
	20 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for (i) granting the general mandates to the Directors to allot, issue, deal with new Shares and repurchase existing Shares and (ii) the re-election of the retiring Directors.

- 4 -

LETTER FROM THE BOARD

PROPOSED GRANTING OF GENERAL MANDATES

On 28 May 2020, resolutions were passed by the Shareholders at the 2020 annual general meeting giving general mandates to the Directors:

to allot, issue and otherwise deal with additional Shares not exceeding 20% of the shares of the Company in issue on the day of passing such resolution;
to repurchase Shares not exceeding 10% of the shares of the Company in issue on the day of passing such resolution; and
to add to the general mandate for issuing Shares set out in (i) above the number of Shares repurchased by the Company pursuant to the repurchase mandate set out in (ii) above.

The above general mandates will expire at the conclusion of the AGM, unless renewed at that meeting.

Three respective ordinary resolutions will be proposed at the AGM for the purposes of granting general mandates to the Directors:

to allot, issue and otherwise deal with additional Shares not exceeding 20% of the shares of the Company in issue (the ''Issue Mandate'') as at the date of passing the resolution approving the Issue Mandate;
to repurchase Shares not exceeding 10% of the shares of the Company in issue (the ''Repurchase Mandate'') as at the date of passing the resolution approving the Repurchase Mandate; and
to add to the general mandate for issuing Shares set out in (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

The full text of these resolutions are set out in Resolution No. 7 (''Issue Mandate''), Resolution No. 8 (''Repurchase Mandate'') and Resolution No. 9 as set out in the notice of the AGM contained in pages AGM-1 to AGM-4 of this circular.

In accordance with the requirements set out in the Listing Rules, the Company is required to send an explanatory statement containing requisite information to Shareholders to consider the Repurchase Mandate subject to certain restrictions, which are set out in Appendix I to this circular.

- 5 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 87(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not three (3) or a multiple of three (3), the number nearest to but not less than one-third) or such higher number of Directors to be determined by the Board, or a number determined by such other manner of rotation as may be required by the rules of any Designated Stock Exchange or other codes, rules and regulations as may be prescribed by the applicable regulatory authority from time to time shall retire from office. Any Director appointed pursuant to Article 86(2) or Article 86(3) of the Articles of Association shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. And, according to the CG Code, every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

To comply with the above, Dr. Tan Siu Lin (''Dr. TSL''), Mr. Tan Cho Lung, Raymond (''Mr. Tan'') and Mr. Chan Henry (''Mr. Chan'') shall retire from office at the AGM and being eligible, offer themselves for re-election at the AGM.

Mr. Chan was appointed as an INED in 2004 and has served the Company for more than nine years. During his tenure of office over the past seventeen years, Mr. Chan has been able to fulfill all the requirements regarding independence of INED and provides annual confirmation of independence to the Company in accordance with Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matters or events that may occur or affect the independence of Mr. Chan.

During his tenure of office, Mr. Chan has performed his duties as INED to the satisfaction of the Board. Through exercising the scrutinizing and monitoring function of an INED, he has contributed to an upright and efficient Board for the interest of the Shareholders.

The Board is of the opinion that Mr. Chan remains independent notwithstanding the length of his service and believes that his valuable knowledge and experience in the Group's business and his general business acumen continue to generate significant contribution to the Board, the Company and the Shareholders as a whole. Pursuant to Code Provision A.4.3 of the CG Code, separate ordinary resolution will be proposed at the AGM to approve the re-election of Mr. Chan as an INED. The Company will continue to review the independence of the INEDs annually and take all appropriate measures to ensure compliance of relevant provisions regarding their independence as required under the Listing Rules.

The Board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company's business. To ensure changes to the composition of the Board can be managed without undue disruption, there have been a transparent, considered and formal procedure set out in the nomination policy of the Company for selection, appointment and re-appointment of Directors, including periodical review of such policy. The Board believes that Mr. Chan can continue to bring valuable

- 6 -

LETTER FROM THE BOARD

contribution to the Board and its diversity. In particular, the Board has considered Mr. Chan's extensive experience of over 33 years in the financial market as well as experience in regulatory bodies.

In considering and approving such re-election, the nomination committee of the Company has considered the background, skills, knowledge and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the board diversity policy and the director nomination policy of the Company, and the independence of all INEDs. The Nomination Committee has recommended to the Board on re-election of Dr. TSL, Mr. Tan and Mr. Chan who are eligible to offer themselves for re-election at the AGM.

In view of the above, the Board accepted Nomination Committee's recommendation for re-election of Dr. TSL, Mr. Tan and Mr. Chan at the AGM.

Details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 1 April 2021. In order to provide flexibility to the Company in relation to the conduct of general meetings and to keep up with technological advancements, the Board proposes to amend the existing Articles of Association to allow general meetings to be held as an electronic meeting or as a hybrid meeting where Shareholders may participate by electronic means in addition to as a physical meeting where Shareholders attend in person.

In addition, the Board proposes to amend the Articles of Association to clearly set out the powers of the Board and the chairman of the meeting in relation to the conduct of meetings, including making arrangements for attendance at general meetings and ensuring the orderly and security conduct of meetings, changing the electronic platforms or venue of meetings, adjourning general meetings, and dealing with unruly behaviour and other disruption at general meetings.

The Board also proposes to make certain minor housekeeping amendments to the Articles of Association and makes corresponding amendments in line with the Proposed Amendments, for the purposes of clarifying existing practices.

The Proposed Amendments are prepared in the English language. The Chinese translation of the Articles of Association is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail. Details of the Proposed Amendments are set out in Appendix III to this circular.

Considering the popularity of electronic meeting and in view of the Stock Exchange's encouragement of the use of technology for general meetings to maximise shareholders' participation, the Board considers that the adoption of the Proposed Amendments is in the best interests of the Company and the Shareholders.

- 7 -

LETTER FROM THE BOARD

The legal advisers to the Company have confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and do not violate Cayman Islands law. The Company also confirms that there is nothing unusual about the Proposed Amendments for a company listed on the Stock Exchange.

AGM

The notice convening the AGM is set out on AGM-1 to AGM-5 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy to 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, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the 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 administration matter to be voted on by a show of hand. Therefore, all proposed resolutions put to vote at the AGM shall be taken by way of poll and the Company will commence the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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.

RECOMMENDATION

The Directors consider that the proposed granting of the Issue Mandate and the Repurchase Mandate, the adoption of the Proposed Amendments and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole and accordingly the Directors, together with their Close Associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend Shareholders to vote in favour of such relevant resolutions to be proposed at the AGM.

- 8 -

LETTER FROM THE BOARD

GENERAL

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

MISCELLANEOUS

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

Qu Zhiming

Chairman

- 9 -

APPENDIX I EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the requisite information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate.

SHAREHOLDERS' APPROVAL

The Listing Rules provide that all repurchase of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval in relation to specific transactions.

Such authority will expire at the earliest of: (a) the conclusion of the next annual general meeting of the company; (b) the date by which the next annual general meeting of the company is required by the law to be held; or (c) the passing of an ordinary resolution by shareholders in general meeting of the company revoking or varying such mandate.

SHARE CAPITAL

As at the Latest Practicable Date, 1,034,112,666 Shares were in issue and fully paid.

Subject to the passing of the relevant ordinary resolutions and on the basis that no further Shares will be issued and repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 103,411,266 Shares, representing 10% of the Shares in issue as at the date of passing of the Repurchase Mandate.

REASONS FOR REPURCHASE

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

FUNDING OF REPURCHASE

Any repurchase will only be funded out of funds of the Company legally available for the purpose of making the proposed purchases in accordance with the Company's Articles of Association, the applicable laws and regulations of the Cayman Islands and the Listing Rules.

- I-1 -

APPENDIX I EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE

EFFECT OF EXERCISING THE REPURCHASE MANDATE

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 Company's audited accounts for the year ended 31 December 2020) in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of Shares 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.

DIRECTORS AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective Close Associates, has any present intention to sell any Share to the Company or its subsidiaries under the Repurchase Mandate if the same is approved by the Shareholders in the AGM.

No Core Connected Persons have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and the regulations of the Cayman Islands and in accordance with the regulations set out in the Articles of Association.

EFFECT OF THE TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase 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 purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeover Codes) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

Based on the Company's records as at the Latest Practicable Date, Shangtex (Hong Kong) Limited (wholly owned by Shangtex Holding Co., Ltd.* (上海紡織（集團）有限公司)) owns 730,461,936 Shares, or approximately 70.64% interest in the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, then the shareholding of Shangtex (Hong Kong)

For identification purposes only

- I-2 -

APPENDIX I EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE

Limited would be increased to approximately 78.49%. In the opinion of the Directors, such increase will not give rise to a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

In any event, the Directors will not exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months immediately preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.

SHARE PRICES

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

	Share Prices
	Highest	Lowest
	HK$	HK$
2020
April	0.475	0.380
May	0.405	0.325
June	0.490	0.320
July	0.440	0.340
August	0.445	0.330
September	0.395	0.300
October	0.370	0.330
November	0.390	0.330
December	0.390	0.305
2021
January	0.400	0.330
February	0.450	0.380
March	0.435	0.350
April (1 April 2021 to the Latest Practicable Date)	0.430	0.370

- I-3 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

As required by the Listing Rules, the following sets out the biographical information of the three retiring Directors eligible for re-election at the AGM:

1. TAN SIU LIN

Dr. Tan Siu Lin (''Dr. TSL''), aged 90, is the founder and executive Director of the Company since its listing on The Stock Exchange of Hong Kong Limited in 2004. Dr. TSL had been the chairman of the Company until 15 February 2017 and he has been appointed as the honorary life chairman of the Company with effect from 1 April 2017.

He is also the Honorary Director of Peking University Education Foundation (北京大學教育基金會) and chairman of the board of the Peking University Luen Thai Center for Supply Chain System Research & Development (北京大學聯泰供應鏈系統研發中心), chairman of the board of Tan Siu Lin School of Business in Quanzhou Normal University (泉州師範學院陳守仁商學院). Dr. Tan is the permanent honorary director of the board of the Huaqiao University (華僑大學), the honorable president of the Hong Kong General Chamber of Textiles Limited, and the honorary consul of the Federated States of Micronesia in HKSAR. Dr. Tan was appointed as a non-executive director and chairman of S.A.I. Leisure Group Company Limited (stock code: 1832) on 5 November 2018, a company listed on the Stock Exchange of Hong Kong Limited on 16 May 2019.

Other than disclosed herein, Dr. TSL had not held any directorship in other listed companies during the past three years prior to the Latest Practicable Date.

Dr. TSL holds a honorary Doctoral of Laws degree from the University of Guam and has been awarded honorary university fellowships by both the Hong Kong Baptist University, as well as the Honorary President of The Hong Kong Baptist University Foundation, and the Chinese University of Hong Kong. Dr. TSL is the father of Mr. Tan Cho Lung, Raymond, the Chief Executive Officer and an executive Director of the Company and Mr. Tan Sunny, a member of the senior management of the Company. Save as aforesaid, Dr. TSL is not related to any other Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. TSL had a trust interest of 1,840,757 Shares and a corporate interest of 10,992,986 Shares within the meaning of Part XV of the SFO.

Dr. TSL had renewed his service agreement with the Company for a fixed period of three years commencing from 27 June 2019, which shall continue subject to termination by either the Company or Dr. TSL giving three months' notice in writing to the other party.

Under the service agreement, the remuneration payable to Dr. TSL shall be a fixed monthly salary of HK$67,500, with such increase as the Board may from time to time determine in its absolute discretion. In addition, Dr. TSL is entitled to a bonus equivalent to one month's salary on or around each Chinese New Year falling after the first anniversary of the commencement date of his service agreement. Dr. TSL is also eligible for consideration of annual discretionary bonus which shall be of such amount as the Board

- II-1 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

may determine based on his performance. Dr. TSL's remuneration was determined by reference to the prevailing market condition and his knowledgeable experience for the industry.

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

2. TAN CHO LUNG RAYMOND

Mr. TAN Cho Lung, Raymond (''Mr. Tan''), aged 59, is the Chief Executive Officer of the Company, Chairman of Financing and Banking Committee and son of Dr. TSL. Mr. Tan joined the Group in 1989 and was appointed as an executive Director on 16 April 2004, and he has over 30 years of experience in the industry. Mr. Tan was the recipient of the Young Industrialist Award of Hong Kong and the DHL/SCMP Owner-Operator award for 2003. In August 2012, Mr. Tan was awarded ''Outstanding Entrepreneurship Award'' 2012, Hong Kong region. In January 2013, Mr. Tan was also awarded ''Capital Leader of Excellence 2012'' and ''Entrepreneur of the Year 2013'' which were organized by Capital Magazine and Capital Entrepreneur Magazine. In January 2019, Mr. Tan was the recipient of Asian Chinese Leaders Award organized by the Asian College of Knowledge Management. Mr. Tan was a co-founder and chairman of Chelsea Foundation (Hong Kong) Limited and chairman of Tuloy Foundation in the Philippines. Mr. Tan graduated with a Bachelor's degree in Business Administration from the University of Guam.

Save the offices held in the Company, Mr. Tan had not held any directorships in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Tan was interested or deemed to be interested in 17,705,639 Shares pursuant to Part XV of the Securities and Futures Ordinance.

Upon expiration of Mr. Tan's service agreement on 31 December 2020, no service agreement is entered between Mr. Tan and the Company as at the Latest Practicable Date. Mr. Tan will retire and be eligible for re-election in accordance with the Articles of Association. He is entitled to a monthly salary of HK$280,000, which was determined with reference to his duties and responsibilities in the Company and the current prevailing market conditions and practice. In addition, Mr. Tan is entitled to a bonus equivalent to one month's salary payable on or around each Chinese New Year.

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

- II-2 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

3. CHAN HENRY

Mr. Chan Henry (''Mr. Chan''), aged 55, is a member of the Audit Committee, Nomination Committee and the Remuneration Committee. Mr. Chan has over 33 years of experience in the financial market and is the Managing Director of Sanfull Securities Limited. He was a director of The Stock Exchange of Hong Kong Limited and was a member of the Advisory Committee of the Securities and Futures Commission. Mr. Chan is currently the Permanent Honorary President of Hong Kong Stockbrokers Association Limited, an independent non-executive director of Hengan International Group Company Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited which engages in the manufacture and distribution of personal hygiene products. Mr. Chan is also a committee member of the Chinese People's Political Consultative Conference in Xiamen, Fujian Province, China. Mr. Chan obtained his Master's degree in Business Administration from Asia International Open University (Macau) and his Bachelor's degree in Arts from Carleton University in Canada. He joined the Group in 2004.

Other than disclosed herein, Mr. Chan had not held any directorships in other listed companies in the past three years prior to the Latest Practicable Date and does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Chan had no interests in the issued share capital of the Company within Part XV of the Securities and Futures Ordinance.

Mr. Chan had entered into a letter of re-appointment dated 28 March 2019 with the Company for a term of 3 years commencing from 16 April 2019 with a director's fee of HK$240,000 per annum. His director's fee has been determined by reference to the level of remuneration for independent non-executive directors of Hong Kong listed companies and the demand of the Company on Mr. Chan's attention as its independent non-executive director.

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

- II-3 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION

Details of the Proposed Amendments are set out as follows:

Article NO.

Original Articles

Article NO.

Amended Articles

The regulations in Table A in the

Schedule to the Companies Law

Schedule to the Companies LawAct

(Revised) do not apply to the

(As Revised) do not apply to the

Company.

2(1)

''electronic

communication''

communication

sent

electronic

transmission in any form through any

medium, in each case, as may be

selected by the Company.

2(1)

''electronic meeting'' a general meeting

of the Company held and conducted

wholly and exclusively by virtual

attendance

and

participation

Members and/or proxies by electronic

means.

2(1)

''electronic platform'' includes, without

limitation,

website

addresses,

webinars, and conference call systems.

2(1)

''hybrid meeting'' a general meeting

convened and held by (i) physical

attendance

Members

and/or

proxies at the Principal Meeting Place

and where applicable, one or more

Meeting Locations and (ii) virtual

attendance

and

participation

electronic means by Members and/or

proxies.

2(1)

''Law'' The Companies Law, Cap. 22

2(1)

''Law'' The Companies LawAct, Cap.

(Law 3 of 1961, as consolidated and

22 (Law 3 of 1961, as consolidated and

revised) of the Cayman Islands.

2(1)

''Meeting Location'' has the meaning

given to it in Article 64(A).

2(1)

''physical meeting'' a general meeting

held and conducted by physical

attendance

Members

and/or

proxies at the Principal Meeting Place

and where applicable, one or more

Meeting Locations.

- III-1 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION

Article NO. Original Articles	Article NO. Amended Articles

2(2) (e) expressions referring to writing 2(2) shall, unless the contrary intention appears, be construed as including printing, lithography, photography

and other modes of representing words or figures in a visible form,

and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member's election comply with all applicable Statutes, rules and regulations;

expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member's election comply with all applicable Statutes, rules and regulations;

2(2) (h) references to a document being 2(2) executed include references to it being executed under hand or under seal or

by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.

references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

2(2)	-	2(2)	(i) Section	8 and	Section 19 of	the
			Electronic Transactions Act (2003) of
			the Cayman Islands, as amended from
			time to time, shall not apply to these
			Articles to the extent it imposes
			obligations	or	requirements	in
			addition to those set out in these
			Articles;

- III-2 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
2(2)	-	2(2)	(j)	references	to	persons	attending
			meetings by electronic means means
			attendance at hybrid meetings or
			electronic meetings via the electronic
			facilities	or	electronic		platform(s)
			stated in the notice of such general
			meeting;
2(2)	-	2(2)	(k) a reference to a meeting shall mean
			a meeting convened and held in any
			manner permitted by these Articles,
			and		persons	attending		and
			participating (including	any	Member
			or Director) by means of electronic
			facilities or electronic platforms shall
			be deemed to be present at that
			meeting for all purposes of the
			Statutes, the Rules of any Designated
			Stock Exchange or these Articles, and
			attend,		participate,		attending,
			participating,		attendance		and
			participation	shall be	construed
			accordingly;
2(2)	-	2(2)	(l)	references	to	a		person's
			participation in the business of a
			general	meeting	include	without
			limitation and as relevant the right
			(including, in the case of a corporation,
			through		a		duly		appointed
			representative)		to	speak	or
			communicate, vote (by hand and/or
			on	a poll, as	the	case	may	be),	be

represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes, the Rules of any Designated Stock Exchange or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;

- III-3 -

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article NO.

Original Articles

Article NO.

Amended Articles

2(2)

(m) nothing in these Articles precludes

the holding and conducting of a

general meeting in such a way that

persons who are not present together

at the same place or places may by

electronic means attend and participate

in it; and

2(2)

(n) a special resolution shall be

effective for any purpose for which an

ordinary resolution is expressed to be

required under any provision of these

Articles or the Statutes.

3(2)

Subject to the Law, the Company's

3(2)

Subject to the Law, the Company's

Memorandum

and

Articles

Memorandum

and

Articles

Association

and, where

applicable,

Association

and, where

applicable,

the rules of any Designated Stock

Exchange

and/or

any

competent

Exchange

and/or

any

competent

regulatory authority, any power of

the Company to purchase or

otherwise acquire its own shares shall

be exercisable by the Board in such

manner, upon such terms and subject

to such conditions as it thinks fit.

to such conditions as it in its absolute

discretion thinks fit.

(d) sub-divide its shares, or any of

them, into shares of smaller amount

than is fixed by the memorandum of

than is fixed by theits mMemorandum

association

(subject,

nevertheless,

of aAssociation (subject, nevertheless,

the Law), and may by such resolution

to the Law), and may by such

determine that, as between the holders

resolution determine that, as between

of the shares

resulting

from such

the holders of the shares resulting from

sub-division, one or more of the

such sub-division, one or more of the

shares may have any such preferred,

deferred or other rights or be subject to

any such restrictions as compared with

the other or others as the Company has

power to attach to unissued or new

shares;

shares; and

- III-4 -


APPENDIX III		DETAILS OF THE PROPOSED AMENDMENTS
					TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles				Article NO.	Amended Articles
8	(1) Subject to the provisions of the Law	8	(1) Subject to the provisions of the Law
	and the Memorandum and Articles of		and the Company's Memorandum and
	Association and to any special rights
		Articles of Association and to any
	conferred on the holders of any shares		special rights conferred on the holders
	or class of shares, any share in the		of any shares or class of shares, any
	Company (whether forming part of the		share in the Company (whether
	present capital or not) may be issued		forming part of the present capital or
	with or have attached thereto such		not) may be issued with or have
	rights or restrictions whether in		attached thereto such rights or
	regard to dividend, voting, return of		restrictions whether in regard to
	capital or otherwise as the Company		dividend, voting, return of capital or
	may by ordinary resolution determine		otherwise as the Company may by
	or, if there has not been any such		ordinary resolution determine or, if
	determination or so far as the same		there has not been any such
	shall not make specific provision, as		determination or so far as the same
	the Board may determine.				shall not make specific provision, as
							the Board may determine.
9	Subject to	the Law, any	preference	9	Subject to the Law, any preference
	shares may be issued or converted		shares may be issued or converted
	into shares that, at a determinable		into shares that, at a determinable
	date or at the option of the Company		date or at the option of the Company
	or the holder if so authorised by its		or the holder if so authorised by its
	memorandum of association, are liable		mMemorandum of aAssociation, are
	to be redeemed on such terms and in
		liable to be redeemed on such terms
	such manner as the Company before		and in such manner as the Company
	the issue or conversion may be		before the issue or conversion may be
	ordinary resolution of the Members		ordinary resolution of the Members
	determine.	Where	the	Company		determine.	Where		the Company
	purchases	for	redemption	a		purchases	for	redemption	a
	redeemable share, purchases not made		redeemable share, purchases not made
	through the market or by tender shall		through the market or by tender shall
	be limited to a maximum price as may		be limited to a maximum price as may
	from time to time be determined by the		from time to time be determined by the
	Company in general meeting, either		Company in general meeting, either
	generally or with regard to specific		generally or with regard to specific
	purchases. If purchases are by tender,		purchases. If purchases are by tender,
	tenders shall be available to all		tenders shall be available to all
	Members alike.					Members alike.

- III-5 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
12(1)	Subject to the Law, these Articles, any	12(1)	Subject to the Law, these Articles, any
	direction that may be given by the		direction that may be given by the
	Company in general meeting and,		Company in general meeting and,
	where applicable, the rules of any		where applicable, the rules of any
	Designated	Stock Exchange and		Designated Stock Exchange and
	without prejudice to any special rights		without prejudice to any special rights
	or restrictions for the time being		or restrictions for the time being
	attached to any shares or any class of		attached to any shares or any class of
	shares, the unissued shares of the		shares, the unissued shares of the
	Company (whether forming part of		Company (whether forming part of
	the original or any increased capital)		the original or any increased capital)
	shall be at the disposal of the Board,		shall be at the disposal of the Board,
	which may offer, allot, grant options		which may offer, allot, grant options
	over or otherwise dispose of them to		over or otherwise dispose of them to
	such persons, at such times and for		such persons, at such times and for
	such consideration and upon such		such consideration and upon such
	terms and conditions as the Board		terms and conditions as the Board
	may in its absolute discretion		may in its absolute discretion
	determine but so that no shares shall		determine but so that no shares shall
	be issued at a discount. Neither the		be issued at a discount to their nominal
	Company nor the Board shall be
		value. Neither the Company nor the
	obliged, when making or granting any
		Board shall be obliged, when making
	allotment of, offer of, option over or		or granting any allotment of, offer of,
	disposal of shares, to make, or make		option over or disposal of shares, to
	available, any such allotment, offer,		make, or make available, any such
	option or shares to Members or others		allotment, offer, option or shares to
	with registered addresses in any		Members or others with registered
	particular territory or territories being		addresses in any particular territory
	a territory or territories where, in the		or territories being a territory or
	absence of a registration statement or		territories where, in the absence of a
	other special formalities, this would or		registration statement or other special
	might, in the opinion of the Board, be		formalities, this would or might, in the
	unlawful or	impracticable. Members		opinion of the Board, be unlawful or
	affected as a result of the foregoing		impracticable. Members affected as a
	sentence shall not be, or be deemed to		result of the foregoing sentence shall
	be, a separate class of members for any		not be, or be deemed to be, a separate
	purpose whatsoever.		class of members for any purpose
				whatsoever.

- III-6 -

- III-7 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles					Article NO.
23	Subject to these Articles, the Company	23
	may sell in such manner as the Board
	determines any share on which the
	Company has a lien, but no sale shall
	be made unless some sum in respect of
	which the lien exists is presently
	payable,	or	the	liability	or
	engagement in respect of which such
	lien exists is liable to be presently
	fulfilled or discharged nor until the
	expiration of fourteen clear days after
	a notice in writing, stating and
	demanding payment of the sum
	presently payable, or specifying the
	liability	or	engagement	and
	demanding	fulfilment	or	discharge
	thereof and giving notice of the
	intention to sell in default, has been
	served on the registered holder for the
	time being of the share or the person
	entitled thereto by reason of his death
	or bankruptcy.
25	Subject to	these	Articles	and to	the	25
	terms of allotment, the Board	may

from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days' Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

Amended Articles

Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days' Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no mMember shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

- III-8 -


APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
55(2a)	all cheques or warrants in respect of	55(2)	(a) all cheques or warrants in respect of
	dividends of the shares in question,		dividends of the shares in question,
	being not less than three in total		being not less than three in total
	number, for any sum payable in cash		number, for any sum payable in cash
	to the holder of such shares in respect		to the holder of such shares in respect
	of them sent during the relevant period		of them sent during the relevant period
	in the manner authorised by the		in the manner authorised by the
	Articles of the Company have		Articles	of the Company	have
	remained uncashed;			remained uncashed;
56	An annual general meeting of the	56	An annual general meeting of the
	Company shall be held in each year		Company shall be held in each year
	other than the year of the Company's		other than the year of the Company's
	adoption of these Articles (within a		adoption of these Articles (within a
	period of not more than fifteen (15)		period of not more than fifteen (15)
	months after the holding of the last		months after the holding of the last
	preceding annual general meeting or		preceding annual general meeting or
	not more than eighteen (18) months		not more than eighteen (18) months
	after the date of adoption of these		after the date of adoption of these
	Articles, unless a longer period would		Articles, unless a longer period would
	not infringe the rules of the Designated		not infringe the rules of the Designated
	Stock Exchange, if any), at such time		Stock Exchange, if any)., at such time
	and place as may be determined by the		and place as may be determined by the
	Board.			Board.
57	Each general meeting, other than an	57	Each general meeting, other than an
	annual general meeting, shall be called		annual general meeting, shall be called
	an extraordinary	general meeting.		an	extraordinary general	meeting.
	General meetings may be held in any		General meetings may be held in any
	part of the world as may be determined		part of the world as may be determined
	by the Board.			by the Board.All general meetings

				(including an annual general meeting,
				any	adjourned meeting or	postponed

meeting) may be held (a) as a physical meeting in any part of the world, and at one or more locations as provided in Article 64A, or (b) as a hybrid meeting, or (c) as an electronic meeting, as may be determined by the Board.

- III-9 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
59 (2)	The notice shall specify the time and	59 (2)	The noticeNotice shall specify: the time

	place of the meeting and, in case of		and place of the meeting and, in case of
	special business, the general nature of		special business, the general nature of
	the business. The notice convening an		the business. The notice convening an
	annual general meeting shall specify		annual general meeting shall specify
	the meeting as such. Notice of every		the meeting as such. Notice of every
	general meeting shall be given to all		general meeting shall be given to all
	Members other than to such Members		Members other than to such Members
	as, under the provisions of these		as, under the provisions of these
	Articles or the terms of issue of the		Articles or the terms of issue of the
	shares they hold, are not entitled to		shares they hold, are not entitled to
	receive such notices from the		receive such notices from the
	Company, to all persons entitled to a		Company, to all persons entitled to a
	share in consequence of the death or		share in consequence of the death or
	bankruptcy or winding-up of a		bankruptcy or winding-up of a
	Member and to each of the Directors		Member and to each of the Directors
	and the Auditors.			and the Auditors.

(a) the time and date of the meeting;

(b) in the case of a physical meeting or a hybrid meeting, the place of the meeting and where there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting (the ''Principal Meeting Place'');

(c) if the general meeting is to be a hybrid meeting, the Notice shall include a statement to that effect and with details of the facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting;

(d) if the meeting is to be an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic platform for the meeting (which electronic platform may vary from time to time and from meeting to meeting as the Board, in its sole discretion, may see fit) or where such details will be made available by the Company prior to the meeting; and

(e) particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business.

- III-10 -


APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
Not	-		59(3)	The Notice convening an annual
applicable				general meeting shall specify the
				meeting as such. Notice of every
				general meeting shall be given to all
				Members other than to such Members
				as, under the provisions of these
				Articles or the terms of issue of the
				shares they hold, are not entitled to
				receive such Notices from the
				Company, to all persons entitled to a
				share in consequence of the death or
				bankruptcy or winding-up of a
				Member and to each of the Directors
				and the Auditors.
Not	-		59(4)	The Directors shall have the power to
applicable				provide in every Notice calling a
				general meeting the circumstances in
				which a postponement of the relevant
				general	meeting	may	occur
				automatically without	further	notice
				including, without limitation, where a
				number 8 or higher typhoon signal,
				black rainstorm warning or other
				similar event is in force on the day of
				the general meeting.
61 (2)	No business other than the	61 (2)	No business other than the
	appointment of a chairman of a		appointment of a chairman of a
	meeting shall be transacted at any		meeting shall be transacted at any
	general meeting unless a quorum is		general meeting unless a quorum is
	present at the commencement of the		present at the commencement of the
	business. Two (2) Members entitled to		business. Two (2) Members entitled to
	vote and present in person or by proxy		vote and present (including attendance
	or (in the case of a Member being a
		by electronic means) in person or by
	corporation) by its duly authorised
		proxy or (in the case of a Member
	representative shall form a quorum		being a corporation) by its duly
	for all purposes.			authorised representative shall form a
				quorum for all purposes.

- III-11 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
63	The chairman of the Company shall	63	The chairman of the Company shall
	preside as chairman at every general		preside as chairman at every general
	meeting. If at any meeting the		meeting. If at any meeting the
	chairman, is not present within fifteen		chairman, is not present within fifteen
	(15) minutes after the time appointed		(15) minutes after the time appointed
	for holding the meeting, or is not		for holding the meeting, or is not
	willing to act as chairman, the		willing to act as chairman, the
	Directors present shall choose one of		Directors present shall choose one of
	their number to act, or if one Director		their number to act, or if one Director
	only is present he shall preside as		only is present he shall preside as
	chairman if willing to act. If no		chairman if willing to act. If no
	Director is present, or if each of the		Director is present, or if each of the
	Directors present declines to take the		Directors present declines to take the
	chair, or if the chairman chosen shall		chair, or if the chairman chosen shall
	retire from the chair, the Members		retire from the chair, the Members
	present in person or by proxy and		present in person or by proxy and
	entitled to vote shall elect one of their		entitled to vote shall elect one of their
	number to be chairman.			number to be chairman. The chairman

				of a general meeting (be it a physical
				meeting, a hybrid meeting or an

electronic meeting) may attend, preside as chairman at, and conduct proceedings of, such meeting by means of electronic facilities.

64	The chairman may, with the consent of	64
	any meeting at which a quorum is

present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days' notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

Subject to Article 64C, Tthe chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time (or indefinitely) and from place to place(s), and change the form of the meeting (physical meeting, hybrid meeting or electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days' notice of the adjourned meeting shall be given specifying the time and place of the adjourned meetingdetails set out in Article 59(2) but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

- III-12 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
Not	-	64A	The Board	may,	at	its	absolute
applicable			discretion,	arrange	for	persons
			entitled to attend a general meeting to
			do so by simultaneous attendance and
			participation by means of electronic
			facility or facilities at such location or
			locations	(''Meeting	Location(s)'')
			determined by the Board at its
			absolute discretion. Any Member or
			(in the case of a Member being a
			corporation) its	duly	authorised
			representative or any proxy attending
			and participating in such way or any
			Member participating in a hybrid
			meeting by electronic means is
			deemed to be present at and shall be
			counted in the quorum of the Principal
			Meeting Place.	The	following

provisions shall apply to such arrangement and to a hybrid meeting:

(a) the Meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

(b) Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy at the Meeting Location(s) and/or Members participating in a hybrid meeting by electronic means shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that Members attending at all Meeting Locations and Members participating in a hybrid meeting by electronic means are able to participate in the business for which meeting has been convened;

- III-13 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION

Article NO. Original Articles	Article NO.	Amended Articles
	64A	(c) where Members attend a meeting by
	(Continued)	being present at one of the Meeting
		Locations	and/or where	Members
		participating in a hybrid meeting by
		electronic means, a failure (for any
		reason) of communication equipment,
		or any other failure in the
		arrangements for enabling those in a
		Meeting Location other than the
		Principal Meeting Place to participate
		in the business for which the meeting
		has been convened or, in the case of a
		hybrid meeting, the inability of one or
		more Members or proxies to access, or
		continue to access, the electronic
		facilities	despite	adequate	electronic
		facilities having	been made	available

by the Company, shall not affect the validity of the meeting, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

(d) if any of the Meeting Locations is outside Hong Kong and in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place.

- III-14 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
Not	-	64B	The Board and, at any general meeting,
applicable			the chairman of the meeting may from
			time to time make arrangements for
			managing attendance at the Principal
			Meeting	Place, any	Meeting
			Location(s) and/or participation in a
			hybrid meeting by electronic means
			(whether involving the issue of tickets
			or some other means of identification,
			passcode, seat reservation, electronic
			voting or otherwise) as it shall in its
			absolute	discretion	consider

appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or (in the case of a Member being a corporation) by its duly authorised representative, or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting stated to apply to the meeting.

- III-15 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
Not	-	64C	In the case of a hybrid meeting, if it
applicable			appears to the chairman of the general
			meeting that:

(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 64A(b) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or

(b) electronic facilities being made available by the Company have become inadequate; or

(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or

(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment) for indefinite period. All business conducted at the meeting up to the time of such adjournment shall be valid.

- III-16 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
Not	-	64D	The Board and, at any general meeting,
applicable			the chairman of the meeting may make
			any arrangement and impose any
			requirement or restriction the Board
			or the chairman of the meeting, as the
			case may be, considers appropriate to
			ensure the security and orderly conduct
			of a meeting including, without
			limitation, requirements for evidence
			of identity to be produced by those
			attending the meeting, the searching of
			their personal property and the
			restriction of items that may be taken
			into the meeting place and determining
			the number and frequency of and the
			time allowed for questions that may be
			raised at a meeting. Members shall also
			comply with all requirements or
			restrictions imposed by the owner of
			the premises at which the meeting is
			held. Any decision made under this
			Article shall be final and a person who
			refuses to comply with any such
			arrangements,	requirements	or
			restrictions may	be refused entry	to

the meeting or ejected (physically or electronically) from the meeting.

- III-17 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
Not	-	64E	If, after the sending of Notice of a
applicable			general meeting but before the meeting
			is held, or after the adjournment of a
			meeting but before the adjourned
			meeting is held (whether or not
			Notice of the adjourned meeting is
			required), the Directors, in their
			absolute discretion, consider that it is
			inappropriate,	impracticable,

unreasonable or undesirable for any reason to hold the general meeting on the date or at the time and place and/or by means of the electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facility or facilities and/or change the form of the meeting from a physical meeting to a hybrid meeting (or vice versa) without approval from the Members. This Article shall be subject to the following:

(a) when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company's website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of such meeting);

- III-18 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
		64E	(b) when a meeting is postponed in
		(Continued)	accordance with this Article, the Board
			shall fix the date, time and place,
			including any electronic facility (if
			applicable),	for	the	postponed
			meeting and seven (7) clear days'
			Notice at the least of the postponed
			meeting shall be given by one of the
			means specified in Article 162 and shall
			specify the date, time and place and
			electronic facility (if applicable) of the
			postponed meeting, and the date and
			time by which proxies shall be
			submitted in order to be valid at such
			postponed meeting (provided that any
			proxy submitted for the original
			meeting shall continue to be valid for
			the postponed meeting unless revoked
			or replaced by a new proxy); and
			(c) notice of the business to be
			transacted at the postponed meeting
			shall not be required, nor shall any
			accompanying documents be required
			to be recirculated, provided that the
			business to be transacted at the
			postponed meeting is the same as that
			set out in the original Notice of general
			meeting circulated to the Members.
Not	-	64F	All persons seeking to attend and
applicable			participate in a hybrid meeting or an
			electronic meeting shall be responsible
			for maintaining adequate facilities to
			enable them to do so. Subject to
			Articles 64C and 64I, any inability of
			a person or persons to attend or
			participate in a general meeting by
			way of electronic facility or facilities
			shall not invalidate the proceedings of
			that meeting.
Not	-	64G	Without prejudice to other provisions
applicable			in Article 64, a physical meeting may
			also be held by means of such
			telephone,	electronic	or		other
			communication facilities as permit all
			persons participating in the meeting to
			communicate	with	each		other
			simultaneously and	instantaneously,
			and participation in	such	a	meeting

shall constitute presence in person at such meeting.

- III-19 -

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article NO.

Original Articles

Article NO.

Amended Articles

Not

64H

Without prejudice to Articles 64A to

applicable

64G, and subject to the Law and the

Rules of the Designated Stock

Exchange, the Board may resolve to

enable persons entitled to attend an

electronic meeting to do so by

simultaneous attendance by electronic

means with no member necessarily in

physical attendance at the electronic

meeting. Each member or (in the case

of a Member being a corporation) its

duly authorized representative or its

proxy shall be counted in the quorum

for, and entitled to vote at, the

electronic meeting in question, and

that general meeting shall be duly

constituted and its proceedings valid

if the chairman of the electronic

meeting is satisfied that adequate

facilities are available throughout the

electronic meeting to ensure that

members

attending

the

electronic

meeting who are not present together

at the same place may, by electronic

means, attend and speak or

communicate and vote at it.

Not

64I

In the case of an electronic meeting, if

applicable

it appears to the chairman of the

general meeting that:

(a) the electronic platform, facilities or

security at the electronic meeting have

become inadequate; or

(b) it is not possible to ascertain the

view of those present or to give all

persons entitled to do so a reasonable

opportunity

to communicate and/or

vote at the meeting; or

(d) there is violence or the threat of

violence, unruly behaviour or other

disruption occurring at the meeting or

it is not possible to secure the proper

and orderly conduct of the meeting;

then the chairman may, without the

consent of the meeting, interrupt or

adjourn

the

meeting.

All

business

conducted at the meeting up to the

time of such adjournment shall be

valid.

- III-20 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
Not	-	64J	If,	after the	sending	of Notice of	an
applicable			electronic meeting but before the
			electronic meeting is held, or after the
			adjournment of an electronic meeting
			but before the adjourned electronic
			meeting is held (whether or not
			Notice of the adjourned electronic
			meeting is required), the Directors, in
			their absolute discretion, consider that
			it	is	inappropriate,	impracticable,
			unreasonable or unsafe for any reason
			to hold the electronic meeting on the
			date or at the time and/or by means of
			the electronic platform specified in the
			Notice calling the meeting, they may
			change or postpone the meeting to
			another date, time and/or electronic
			platform, and the provisions of Article
			64E shall apply mutatis mutandis to
			any such electronic meeting.
Not	-	64K	The	board	and,	at	any	electronic
applicable			meeting, the chairman may make any
			arrangement	and	impose	any
			requirement as restriction as is
			necessary to ensure the identification
			of those taking part and the security of
			the electronic platform and all
			electronic communications	associated
			therewith,	and	the	provisions	of

Articles 64D and 64F (as appropriate) shall apply mutatis mutandis to any such electronic meeting.

- III-21 -

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article NO.

Original Articles

Article NO.

Amended Articles

Subject

any special

rights or

(1) Subject to any

special

rights

restrictions as to voting for the time

being attached to any shares by or in

accordance with these Articles, at any

general meeting on a show of hands

every Member present in person (or

being a corporation, is present by a

duly authorized representative), or by

duly authorised representative), or by

proxy shall have one vote and on a poll

proxy shall have one vote andon a poll

every Member present in person or by

proxy or, in the case of a Member

being a corporation, by its duly

authorised

representative

shall have

authorised

representative

shall have

one vote for every fully paid share of

which he is the holder but so that no

amount paid up or credited as paid up

on a share in advance of calls or

instalments is treated for the

foregoing purposes as paid up on the

share.

Notwithstanding

anything

share.

Notwithstanding

anything

contained in these Articles, where

contained in these Articles,A

more than one proxy is appointed by

resolution put to the vote of a

a Member which is a clearing house (or

meeting shall be decided by way of a

its nominee(s)), each such proxy shall

poll save that the chairman of the

have one vote on a show of hands.

meeting may in good faith, allow a

resolution which relates purely to a

procedural or administrative matter to

be voted on by a show of hands in

which case every Member present in

person (or being a corporation, is

present by a duly authorized

representative), or by proxy(ies) shall

have one vote provided that where

more than one proxy is appointed

a Member which is a clearing house (or

its nominee(s)), each such proxy shall

have one vote on a show of hands. A

resolution put to the vote of a meeting

shall be decided on a show of hands

unless (before or on the declaration of

the result of the show of hands or on

the withdrawal of any other demand

for a poll) a poll is demanded:For

purposes of this Article, procedural

and administrative matters are those

that (i) are not on the agenda of the

general

meeting

any

supplementary circular that may be

issued by the Company to its

Members; and (ii) relate to the

chairman's duties to maintain the

orderly conduct of the meeting and/or

allow the business of the meeting to be

properly and effectively dealt with,

whilst allowing all Members a

reasonable

opportunity

express

their views. Votes may be cast by

such means, electronic or otherwise,

as the Directors or the chairman of the

meeting may determine.

- III-22 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
				TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles				Article NO.	Amended Articles
66	A resolution put to the vote of a	66	(2) Where a show of hands is allowed,
(Continued)	meeting shall be decided on a show of	(Continued)	before or on the declaration of the
	hands unless (before or on the		result of the show of hands, a poll may
	declaration of the result of the show		be demanded:
	of hands or on the withdrawal of any
	other demand for a poll) a poll is		(a) by the chairman of such meeting; or
	demanded:					(b)(a) by at least three Members

						present in person or in the case of a
	(a) by the chairman of such meeting; or		Member being a corporation by its
						duly authorised representative or by
	(b) by at least three Members present		proxy for the time being entitled to
	in person or in the case of a Member		vote at the meeting; or
	being a corporation by its duly
	authorised representative or by proxy		(c)(b) by a Member or Members
	for the time being entitled to vote at
		present in person or in the case of a
	the meeting; or					Member being a corporation by its
						duly authorised representative or by
	(c) by a Member or Members present		proxy and representing not less than
	in person or in the case of a Member		one-tenth of the total voting rights of
	being a corporation by its duly		all Members having the right to vote at
	authorised representative or by proxy		the meeting; or
	and representing	not	less	than
	one-tenth of the total voting rights of		(d)(c) by a Member or Members
	all Members having the right to vote at
		present in person or in the case of a
	the meeting; or					Member being a corporation by its
						duly authorised representative or by
	(d) by a Member or Members present		proxy and holding shares in the
	in person or in the case of a Member		Company conferring a right to vote at
	being a corporation by its duly		the meeting being shares on which an
	authorised representative or by proxy		aggregate sum has been paid up equal
	and holding shares in the Company		to not less than one-tenth of the total
	conferring a right to vote at the		sum paid up on all shares conferring
	meeting being shares on which an		that right.
	aggregate sum has been paid up equal
	to not less than one-tenth of the total		A demand by a person as proxy for a
	sum paid up on all shares conferring		Member or in the case of a Member
	that right.					being a corporation by its duly
						authorised representative shall be
	A demand by a person as proxy for a		deemed to be the same as a demand
	Member or in the case of a Member		by athe Member.
	being a corporation by its duly
	authorised representative	shall	be
	deemed to be the same as a demand
	by a Member.
Not	-				71	All resolutions put to the members at
applicable						electronic meetings shall be voted on
						by a poll, which poll votes may be cast
						by such electronic means as the Board

may, in its sole discretion, deem appropriate for the purposes of the electronic meetings.

- III-23 -


APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles	Article NO.	Amended Articles
Not	-	81	(1) The Company may, at its absolute
applicable			discretion,	provide	an	electronic
			address for the receipt of any
			document or information relating to
			proxies for a general meeting
			(including any instrument of proxy or
			invitation to appoint a proxy, any
			document necessary to show the
			validity of, or otherwise relating to,
			an appointment of proxy and notice of
			termination of the authority of a
			proxy). If such an electronic address
			is provided, the Company shall be
			deemed to have agreed that any such
			document or information (relating to
			proxies as aforesaid) may be sent by
			electronic means to that address,
			subject as hereafter provided and
			subject to any other limitations or
			conditions specified by the Company
			when providing the address. Without
			limitation, the Company may from
			time to time determine that any such
			electronic address may be used
			generally for such matters or
			specifically for particular meetings or
			purposes and, if so, the Company may
			provide different	electronic	addresses
			for different purposes. The Company
			may also impose any conditions on the
			transmission of and its receipt of such
			electronic	communications	including,
			for the avoidance of doubt, imposing
			any	security	or		encryption
			arrangements as may be specified by
			the	Company. If	any	document or

information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

- III-24 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
80	The instrument appointing a proxy and	81	(2) The instrument appointing a proxy
		(Continued)
	(if required by the Board) the power of	and (if required by the Board) the
	attorney or other authority (if any)		power of attorney or other authority
	under which it is signed, or a certified		(if any) under which it is signed, or a
	copy of such power or authority, shall		certified copy of such power or
	be delivered to such place or one of		authority, shall be delivered to such
	such places (if any) as may be specified		place or one of such places (if any) as
	for that purpose in or by way of note to		may be specified for that purpose in or
	or in any document accompanying the		by way of note to or in any document
	notice convening the meeting (or, if no		accompanying the notice convening the
	place is so specified at the Registration		meeting (or, if no place is so specified
	Office or the Office, as may be		at the Registration Office or the Office,
	appropriate) not less than forty-eight		as may be appropriate), or if the
	(48) hours before the time appointed
		Company has provided an electronic
	for holding the meeting or adjourned		address in accordance with the
	meeting at which the person named in		preceding paragraph, shall be received
	the instrument proposes to vote or, in		at the electronic address specified, not
	the case of a poll taken subsequently to
		less than forty-eight (48) hours before
	the date of a meeting or adjourned		the time appointed for holding the
	meeting, not less than twenty-four (24)		meeting or adjourned meeting at
	hours before the time appointed for the		which the person named in the
	taking of the poll and in default the		instrument proposes to vote. or, in
	instrument of proxy shall not be		the case of a poll taken subsequently
	treated as valid. No instrument		to the date of a meeting or adjourned
	appointing a proxy shall be valid after		meeting, not less than twenty-four (24)
	the expiration of twelve (12) months		hours before the time appointed for the
	from the date named in it as the date of		taking of the poll and in default the
	its execution, except at an adjourned		instrument of proxy shall not be
	meeting or on a poll demanded at a		treated as valid.No instrument
	meeting or an adjourned meeting in		appointing a proxy shall be valid after
	cases where the meeting was originally		the expiration of twelve (12) months
	held within twelve (12) months from		from the date named in it as the date of
	such date. Delivery of an instrument		its execution, except at an adjourned
	appointing a proxy shall not preclude a		meeting in cases where the meeting was
	Member from attending and voting in		originally held within twelve (12)
	person at the meeting convened and in		months from such date. Delivery of
	such event, the instrument appointing		an instrument appointing a proxy shall
	a proxy shall be deemed to be revoked.		not preclude a Member from attending
				and voting in person at the meeting
				convened and in such event, the
				instrument appointing a proxy shall
				be deemed to be revoked.

- III-25 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
81	Instruments of proxy shall be in any	82	Instruments of proxy shall be in any
	common form or in such other form as		common form or in such other form as
	the Board may approve (provided that		the Board may approve (provided that
	this shall not preclude the use of the		this shall not preclude the use of the
	two-way form) and the Board may, if it		two-way form) and the Board may, if it
	thinks fit, send out with the notice of		thinks fit, send out with the notice of
	any meeting forms of instrument of		any meeting forms of instrument of
	proxy for use at the meeting. The		proxy for use at the meeting. The
	instrument of proxy shall be deemed		instrument of proxy shall be deemed
	to confer authority to demand or join		to confer authority to demand or join
	in demanding a poll and to vote on any		in demanding a poll and to vote on any
	amendment of a resolution put to the		amendment of a resolution put to the
	meeting for which it is given as the		meeting for which it is given as the
	proxy thinks fit. The instrument of		proxy thinks fit. The instrument of
	proxy shall, unless the contrary is		proxy shall, unless the contrary is
	stated therein, be valid as well for any		stated therein, be valid as well for any
	adjournment of the meeting as for the		adjournment of the meeting as for the
	meeting to which it relates.		meeting to which it relates. The Board

				or at any meeting, the chairman of the
				meeting, may decide, either generally
				or in any particular case, to treat a
				proxy	appointment	as	valid
				notwithstanding that the appointment

or any of the information required under this Article has not been received in accordance with the requirements of this Article. Subject to aforesaid, if the proxy appointment and any of the information required under this Article is not received in the manner set out in this Article, the appointee shall not be entitled to vote in respect of the shares in question.

- III-26 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
85	A resolution in writing signed (in such	86	A resolution in writing signed (in such
	manner as to indicate, expressly or		manner as to indicate, expressly or
	impliedly, unconditional approval) by		impliedly, unconditional approval) by
	or on behalf of all persons for the time		or on behalf of all persons for the time
	being entitled to receive notice of and		being entitled to receive notice of and
	to attend and vote at general meetings		to attend and vote at general meetings
	of the Company shall, for the purposes		of the Company shall, for the purposes
	of these Articles, be treated as a		of these Articles, be treated as a
	resolution duly passed at a general		resolution duly passed at a general
	meeting of the Company and, where		meeting of the Company and, where
	relevant, as a special resolution so		relevant, as a special resolution so
	passed. Any such resolution shall be		passed. Any such resolution shall be
	deemed to have been passed at a		deemed to have been passed at a
	meeting held on the date on which it		meeting held on the date on which it
	was signed by the last Member to sign,		was signed by the last Member to sign,
	and where the resolution states a date		and where the resolution states a date
	as being the date of his signature		as being the date of his signature
	thereof by any Member the statement		thereof by any Member the statement
	shall be prima facie evidence that it		shall be prima facie evidence that it
	was signed by him on that date. Such a		was signed by him on that date. Such a
	resolution any consist of several		resolution anymay consist of several
	documents in the like form, each
		documents in the like form, each
	signed by one or more relevant		signed by one or more relevant
	Members.			Members.
89	(3) without special leave of absence	90	(3) without special leave of absence
	from the Board, is absent from		from the Board, is absent from
	meetings of the Board for six		meetings of the Board for six
	consecutive months, and his alternate		consecutive months, and his alternate
	Director, if any, shall not during such		Director, if any, shall not during such
	period have attended in his stead and		period have attended in his stead and
	the Board resolves that his office be		the Board resolves that his office be
	vacated; or			vacated;	or

- III-27 -

- III-28 -

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article NO.

Original Articles

Article NO.

Amended Articles

100

101

managing

director,

joint

managing

director,

joint

managing

director,

deputy

managing

director,

deputy

managing

director,

executive director, manager or other

officer or member of any other

company promoted by the Company

or in which the Company may be

interested as a vendor, shareholder or

otherwise

and

(unless

otherwise

and

(unless

otherwise

agreed) no such Director shall be

accountable for

any

remuneration,

accountable for

any

remuneration,

profits or other benefits received by

him as a director, managing director,

joint

managing

director,

deputy

joint

managing

director,

deputy

managing director, executive director,

manager or other officer or member of

or from is interests in any such other

or from ishis interests in any such other

company.

Subject

otherwise

company.

Subject

otherwise

provided by these Articles the

Directors may exercise or cause to be

exercised the voting powers conferred

by the shares in any other company

held or owned by the Company, or

exercisable by them as Directors of

such other company in such manner in

all respects as they think fit (including

the exercise thereof in favour of any

resolution

appointing

themselves or

resolution

appointing

themselves or

any of them directors, managing

directors,

joint

managing

directors,

joint

managing

directors,

deputy

managing directors,

executive

deputy

managing directors,

executive

directors, managers or other officers of

such company) or voting or providing

for the payment of remuneration to the

director,

managing

director, joint

director,

managing

director, joint

managing

director,

deputy

managing

director,

deputy

managing

director, executive

director,

manager

director, executive

director,

manager

or other officers of such other

company and any director may vote

in favour of the exercise of such voting

rights

manner

aforesaid

rights

manner

aforesaid

notwithstanding that he may be, or

about to be, appointed a director,

managing

director,

joint

managing

director,

joint

managing

director,

deputy

managing

director,

deputy

managing

director,

executive director, manager or other

officer of such a company, and that as

such he is or may become interested in

the exercise of such voting rights in

manner aforesaid.

- III-29 -


APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
104	(4) Except as would, if the Company	105	(4) Except as would, if the Company
	were a company incorporated in Hong		were a company incorporated in Hong
	Kong, be permitted by Section 157H of		Kong, be permitted by Section 157H of
	the Companies Ordinance (Chapter 32		the Companies Ordinance (Chapter 32
	of the Laws of Hong Kong) as in force		of the Laws of Hong Kong) as in force
	at the date of adoption of these		at the date of adoption of these
	Articles, and except as permitted		Articles, and except as permitted
	under the Law, the Company shall		under the Law, the Company shall
	not directly or indirectly: (i) make a		not	directly	or	indirectly:The
	loan to a Director or a director of any
		Company shall not make any loan,
	holding company of the Company or		directly or indirectly, to a Director or
	to any of their respective associates (as		his close associate(s) if and to the
	defined by the rules, where applicable,		extent it would be prohibited by the
	of the Designated Stock Exchange); (ii)		Companies Ordinance (Chapter 622 of
	enter into any guarantee or provide		the laws of Hong Kong) as if the
	any security in connection with a loan		Company	were	a		company
	made by any person to a Director or		incorporated in Hong Kong.
	such a Director; or
			(i) make a loan to a Director or a
	(iii) if any one or more of the Directors		director of any holding company of the
	hold (jointly or severally or directly or		Company or to any of their respective
	indirectly) a controlling interest in		associates (as defined by the rules,
	another company, make a loan to		where applicable, of the Designated
	that other company or enter into any		Stock Exchange); (ii) enter into any
	guarantee or provide any security in		guarantee or provide any security in
	connection with a loan made by any		connection with a loan made by any
	person to that other company. Article		person to a Director or such a
	104(4) shall only have effect for so long		Director; or
	as the shares of the Company are listed		(iii) if any one or more of the Directors
	on The Stock Exchange of Hong Kong		hold (jointly or severally or directly or
	Limited.			indirectly) a controlling interest in
				another company, make a loan to
				that other company or enter into any
				guarantee or	provide	any	security in

connection with a loan made by any person to that other company.Article 1045(4) shall only have effect for so long as the shares of the Company are listed on The Stock Exchange of Hong Kong Limited.

- III-30 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
			TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles			Article NO.	Amended Articles
105	The Board may establish any regional	106	The Board may establish any regional
	or local boards or agencies for		or local boards or agencies for
	managing any of the affairs of the		managing any of the affairs of the
	Company in any place, and may		Company in any place, and may
	appoint any persons to be members of		appoint any persons to be members of
	such local boards, or any managers or		such local boards, or any managers or
	agents, and may fix their remuneration		agents, and may fix their remuneration
	(either by way of salary or by		(either by way of salary or by
	commission or by conferring the right		commission or by conferring the right
	to participation in the profits of the		to participation in the profits of the
	Company or by a combination of two		Company or by a combination of two
	or more of these modes) any pay the		or more of these modes) anyand pay
	working expenses of any staff
		the working expenses of any staff
	employed by them upon the business		employed by them upon the business
	of the Company. The Board may		of the Company. The Board may
	delegate to any regional or local		delegate to any regional or local
	board, manager or agent any of the		board, manager or agent any of the
	powers, authorities	and	discretions		powers, authorities	and	discretions
	vested in or exercisable by the Board		vested in or exercisable by the Board
	(other than its powers to make calls		(other than its powers to make calls
	and forfeit shares),	with	power to		and forfeit shares),	with	power to
	sub-delegate, and may authorise the		sub-delegate, and may authorise the
	members of any of them to fill any		members of any of them to fill any
	vacancies therein and to act		vacancies therein and to act
	notwithstanding vacancies. Any such		notwithstanding vacancies. Any such
	appointment or delegation may be		appointment or delegation may be
	made upon such terms and subject to		made upon such terms and subject to
	such conditions as the Board may		such conditions as the Board may
	think fit, and the Board may remove		think fit, and the Board may remove
	any person appointed as aforesaid, and		any person appointed as aforesaid, and
	may revoke or vary such delegation,		may revoke or vary such delegation,
	but no person dealing in good faith		but no person dealing in good faith
	and without notice of any such		and without notice of any such
	revocation or variation shall be		revocation or variation shall be
	affected thereby.				affected thereby.

- III-31 -

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article NO.

Original Articles

Article NO.

Amended Articles

122

A resolution

in writing

signed by all

123

A resolution

in writing

signed by all

the Directors except such as are

temporarily

unable

act

through

temporarily

unable

act

through

ill-health or disability, and all the

alternate Directors,

appropriate,

alternate Directors,

appropriate,

whose

appointors

are

temporarily

whose

appointors

are

temporarily

unable to act as aforesaid shall

(provided that such number is

sufficient to constitute a quorum and

further provided that a copy of such

resolution has been given or the

contents thereof communicated to all

the Directors for the time being

entitled to receive notices of Board

meetings in the same manner as notices

of meetings are required to be given by

these Articles) be as valid and effectual

as if a resolution had been passed at a

meeting of the Board duly convened

and held. Such resolution may be

and held. A notification of consent to

contained in one document or in

such resolution given by a Director in

several documents in like form each

writing to the Board by any means

signed by one or more of the Directors

(including by means of electronic

or alternate Directors and for this

communication) shall be deemed to be

purpose a facsimile signature of a

his/her signature to such resolution in

Director or an alternate Director shall

writing for the purpose of this Article.

be treated as valid.

Such resolution may be contained in

one document or in several documents

in like form each signed by one or more

of the Directors or alternate Directors

and for this purpose a facsimile

signature of a Director or an alternate

Director shall be treated as valid.

149(1)

(b) the

Subscription

Rights

Reserve

150(1)

(b) the

Subscription

Rights

Reserve

shall not be used or any purpose

shall not be used orfor any purpose

other than that specified above unless

all other reserves of the Company

(other than share premium account)

have been extinguished and will then

only be used to make good losses of the

Company if and so far as is required by

law;

- III-32 -

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

Article NO.

Original Articles

Article NO.

Amended Articles

161

Any

Notice

or document

(including

162

(1) Any Notice or document (including

any

''corporate

communication''

any ''corporate communication'' within

within the meaning ascribed thereto

the meaning ascribed thereto under the

under the rules of the Designated Stock

rules of the Designated Stock

Exchange), whether or not, to be given

Exchange), whether or not, to be

or issued under these Articles from the

given or issued under these Articles

Company to a Member shall be in

from the Company to a membershall

writing or by cable, telex or facsimile

be in writing or by cable, telex or

transmission message or other form of

facsimile transmission

message

electronic

transmission

other form of electronic transmission

communication and any such Notice

or electronic communication and any

and document may be served or

such Notice and document may be

delivered by the Company on or to

served or delivered by the Company

any Member either personally or by

on or to any Member either personally

sending it through the post in a prepaid

or by sending it through the post in a

envelope addressed to such Member at

prepaid envelope addressed to such

his registered address as appearing in

Member at his registered address as

the Register or at any other address

appearing in the Register or at any

supplied by him to the Company for

other address supplied by him to the

the purpose or, as the case may be, by

Company for the purpose or, as the

transmitting it to any such address or

case may be, by transmitting it to any

transmitting it to any telex or facsimile

such address or transmitting it to any

transmission

number

electronic

telex or facsimile transmission number

number or address or website

or electronic number or address or

supplied by him to the Company for

website supplied by him to the

the giving of Notice to him or which

Company for the giving of Notice to

the person transmitting the notice

him or which the person transmitting

reasonably and bona fide believes at

the notice reasonably and bona fide

the relevant time will result in the

believes at the relevant time will result

Notice being duly received by the

in the Notice being duly received by the

Member or may also be served by

appropriate

newspapers in accordance with the

requirements of the Designated Stock

Exchange or, to the extent permitted

by the applicable laws, by placing it on

the Company's website or the website

of the Designated Stock Exchange, and

giving to the member a notice stating

that the notice or other document is

available there (a ''notice of

availability'').

The

notice

availability'').

The

notice

availability may be given to the

Member by any of the means set out

above. In the case of joint holders of a

share all notices shall be given to that

one of the joint holders whose name

stands first in the Register and notice

so given shall be deemed a sufficient

service on or delivery to all the joint

holders.

holders.given or issued by the

following means:

- III-33 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION

Article NO. Original Articles	Article NO.	Amended Articles
161	162	(a) by serving it personally on the
(Continued)	(Continued)	relevant person;

(b) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;

(d) by placing an advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange;

(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 162(5), subject to the Company complying with the Statues and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;

(f) by publishing on the Company's website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company's computer network website (a ''notice of availability''); or

(g) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.

- III-34 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION

Article NO. Original Articles	Article NO.	Amended Articles
161	162	(2) The notice of availability may be
(Continued)	(Continued)	given by any of the means set out
		above other than by posting it on a
		website.
		(3) In the case of joint holders of a
		share all notices shall be given to that
		one of the joint holders whose name
		stands first in the Register and notice
		so given shall be deemed a sufficient
		service on or delivery to all the joint
		holders.
		(4) Every person who, by operation of
		law, transfer, transmission, or other
		means		whatsoever, shall	become
		entitled to any share, shall be bound
		by every notice in respect of such
		share, which, previously to his name
		and	address (including	electronic

address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.

(5) Every member of the Company or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company in such manner as stipulated by the Company an electronic address to which notices can be served upon him.

(6) Subject to any applicable laws, rules and regulations and the terms of these Articles, any notice, document or publication, including but not limited to the documents referred to in Articles 153, 154 and 162 may be given in the English language only, the Chinese language only, or in both the English language and the Chinese language.

- III-35 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
162	(c) if served or delivered in any other	163	(c) if published on	the	Company's
	manner contemplated	by these		website, shall be deemed to have been
	Articles, shall be deemed to have been		served on the day on which the notice,
	served or delivered at the time of		document or publication first so
	personal service or delivery or, as the		appears on the Company's website to
	case may be, at the time of the relevant		which the relevant person may have
	despatch or transmission; and in		access or the day on which the notice
	proving such service or delivery a		of availability is deemed to have been
	certificate in writing signed by the		served or delivered to such person
	Secretary or other officer of the		under these Articles, whichever is later;
	Company or other person appointed
	by the Board as to the act and time of		(d) if published as an advertisement in
	such service, delivery, despatch or		a newspaper or other publication
	transmission shall be	conclusive		permitted under these Articles, shall
	evidence thereof; and			be deemed to have been served on the
				day on which the advertisement first so
	(d) may be given to a Member either in		appears;
	the English language or the Chinese
	language, subject to due compliance		(c) （e）if served or	delivered in any
	with applicable Statutes, rules and		other manner contemplated by these
	regulations.			Articles, shall be deemed to have been
				served or delivered at the time of
				personal service or delivery or, as the
				case may be, at the time of the relevant
				despatch or transmission; and in
				proving such service or delivery a
				certificate in writing signed by the
				Secretary or other officer of the
				Company or other person appointed
				by the Board as to the act and time of
				such service, delivery, despatch or
				transmission shall	be	conclusive
				evidence thereof; and

(d)（f）may be given to a Member either in the English language or the Chinese language, subject to due compliance with applicable Statutes, rules and regulations.

- III-36 -

APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION

Article NO.	Original Articles		Article NO.	Amended Articles
166(1)	Subject to any special rights, privileges	167(1)	Subject to any special rights, privileges
	or restrictions as to the distribution of		or restrictions as to the distribution of
	available surplus assets on liquidation		available surplus assets on liquidation
	for the time being attached to any class		for the time being attached to any class
	or classes of shares (i) (if the Company		or classes of shares (i) (if the Company
	shall be wound up and the assets		shall be wound up and the assets
	available for distribution amongst the		available for distribution amongst the
	Members of the Company shall be		Members of the Company shall be
	more than sufficient to repay the		more than sufficient to repay the
	whole of the capital paid up at the		whole of the capital paid up at the
	commencement of the winding up, the		commencement of the winding up, the
	excess shall be distributed pari passu		excess shall be distributed pari passu
	amongst such members in proportion		amongst such members in proportion
	to the amount paid up on the shares		to the amount paid up on the shares
	held by them respectively and (ii) if the		held by them respectively and (ii) if the
	Company shall be wound up and the		Company shall be wound up and the
	assets available	for distribution		assets available for distribution
	amongst the Members as such shall be		amongst the Members as such shall be
	insufficient to repay the whole of the		insufficient to repay the whole of the
	paid-up capital such assets shall be		paid-up capital such assets shall be
	distributed so that, a nearly as may be,		distributed so that, aas nearly as may
	the losses shall be borne by the
		be, the losses shall be borne by the
	Members in proportion to the capital		Members in proportion to the capital
	paid up, or which ought to have been		paid up, or which ought to have been
	paid up, at the commencement of the		paid up, at the commencement of the
	winding up on the shares held by them		winding up on the shares held by them
	respectively.			respectively.

Note: The adjustments to the numbering and references to the numberings of articles above due to provisions added into or removed from the amended Articles are not separately reflected in the tables above.

- III-37 -

NOTICE OF ANNUAL GENERAL MEETING

LUEN THAI HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Luen Thai Holdings Limited (the ''Company'') will be held at the Boardroom, 10th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Thursday, 27 May 2021 at

3 : 00 p.m. for the following purposes:

To receive, consider and adopt the audited consolidated accounts and the reports of the directors and of the auditors for the year ended 31 December 2020;
To re-elect Dr. Tan Siu Lin as an executive director of the Company;
To re-elect Mr. Tan Cho Lung, Raymond as an executive director of the Company;
To re-elect Mr. Chan Henry as an independent non-executive director of the Company;
To authorize the board of directors of the Company to fix the directors' remuneration;
To re-appoint Messrs. PricewaterhouseCoopers as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration;
To consider as special business, and if thought fit, to pass the following resolution as Ordinary Resolution:
''THAT:
1. subject to paragraph (C) below, the exercise by the directors of the Company during the Relevant Period (as defined in the paragraph (D) below) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby approved generally and unconditionally;

- AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

the approval in paragraph (A) above shall be in addition to any other authorisation given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
the aggregate number of shares allotted, issued and dealt with, or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (A) of this resolution, otherwise than pursuant to:
1. a Rights Issue (as defined below); or
2. the exercise of any option under the Company's share option scheme(s); or
3. any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares pursuant to the Articles of Association of the Company from time to time,

shall not exceed 20% of the number of shares of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

for the purpose of this resolution:
''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required either by any applicable laws or by the Articles of Association of the Company to be held; and
3. the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the directors of the Company to the holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares, subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong.''

- AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

To consider as special business, and if thought fit, to pass the following resolution as an Ordinary Resolution:
''THAT:
1. subject to paragraph (B) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to repurchase issued shares in the capital of the Company, in accordance with all applicable laws and the requirements set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby approved generally and unconditionally;
2. the aggregate number of shares authorized to be repurchased or agreed conditionally or unconditionally to be repurchased by the directors of the Company pursuant to the approval in paragraph (A) above shall not exceed 10% of the number of shares of the Company in issue as at the date of this resolution, and the said approval shall be limited accordingly; and
3. for the purpose of this resolution:
  ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
  2. the expiration of the period within which the next annual general meeting of the Company is required either by any applicable laws or by the Articles of Association of the Company to be held; and
  3. the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders in general meeting.''
To consider as special business, and if thought fit, to pass the following resolution as an Ordinary Resolution:
''THAT conditional upon the passing of resolutions numbered 7 and 8 as set out in the notice convening this meeting, the aggregate number of shares of the Company that shall have been repurchased by the Company after the date thereof pursuant to and in accordance with the said resolution 8 shall be added to the aggregate number of shares of the Company that may be allotted, issued and disposed of or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to the general mandate to allot and issue shares granted to the directors of the Company by the said resolution 7.''

- AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

10. To consider as special business, and if thought fit, to pass the following resolution as a Special Resolution:

''THAT the new articles of association (the ''New Articles of Association'') produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be and are hereby approved and adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company with immediate effect after the close of this meeting and that any one director of the Company be and is hereby authorised to do all things necessary to implement the adoption of the New Articles of Association.''

By order of the Board

Luen Thai Holdings Limited

Qu Zhiming

Chairman

Hong Kong, 20 April 2021

Notes

A member entitled to attend and vote at the meeting convened is entitled to appoint another person(s) as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.
If a member of the Company wishes to nominate a person to stand for election as a director of the Company, (i) a notice in writing signed by the shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election; and (ii) a notice in writing signed by the person to be proposed of his willingness to be elected must accompany with (a) that nominated candidate's information as required to be disclosed under Rule 13.51(2) of the Listing Rules, and (b) the nominated candidate's written consent to the publication of his/her personal data, must be validly lodged no later than 3 May 2021 at the head office of the Company at Rooms 1001-1005, 10/F, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong or the Hong Kong Branch Share Registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the meeting or any adjournment thereof should he so wish.

- AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

The Register of Members of the Company will be closed from 25 May 2021 to 27 May 2021 (both days inclusive), during which period no transfers of shares will be registered. To determine the entitlement to attend and vote at the Annual General Meeting of the Company, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Branch Share Registrars in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4 : 30 p.m. on 24 May 2021.
If Typhoon Signal No. 8 or above is hoisted, or ''black'' rainstorm warning is on the date of the meeting, shareholders are advised to visit the Company's website (www.luenthai.com) or to contact the Company's share registrar at (852) 2862 8555 for arrangement of the meeting. Shareholders should make their own decision as to whether they would attend the Annual General Meeting under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

- AGM-5 -

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Luen Thai Holdings Ltd. published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 07:08:13 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:11 2024-05-08 am EDT			5-day change	1st Jan Change
0.193 ^HKD	0.00%		+3.76%	-27.17%

Apr. 23	Luen Thai Swings to Loss in 2023 on Lower Revenue	MT
Apr. 02	Luen Thai Holdings Limited Announces Board Changes	CI

Luen Thai Swings to Loss in 2023 on Lower Revenue	Apr. 23	MT
Luen Thai Holdings Limited Announces Board Changes	Apr. 02	CI
Luen Thai Holdings Limited Do Not Recommend Final Dividend for the Year Ended 31 December 2023	Mar. 27	CI
Luen Thai Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 27	CI
Luen Thai To Swing To Loss	Jan. 29	MT
Luen Thai Shareholders to Meet in January to Vote on Unit's Service Deals with Affiliate	Dec. 29	MT
Luen Thai CFO to Retire; Successor Named	Dec. 22	MT
Luen Thai Holdings Limited Announces Executive Changes	Dec. 22	CI
Luen Thai Holdings Limited Announces CFO Changes, with Effect from 1 January 2024	Dec. 22	CI
Luen Thai Unit Extends Office Lease Agreement with Affiliate for One Year	23-10-23	MT
Luen Thai's Profit Plummets in H1	23-10-10	MT
Luen Thai Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-10-09	CI
Luen Thai’s H1 Profit to Plunge by Up to 90%	23-07-17	MT
Luen Thai Holdings Limited Provides Unaudited Consolidated Earnings Guidance for the Six Months Ended 30 June 2023	23-07-17	CI
Luen Thai Holdings Chairman Resigns	23-05-25	MT
Luen Thai Holdings Limited Approves Resignation of Board Members	23-05-25	CI
Luen Thai Holdings Limited Announces Board Changes	23-05-25	CI
Luen Thai Holdings Limited Announces Executive Changes	23-04-25	CI
Luen Thai's 2022 Profit Rises	23-03-29	MT
Luen Thai Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-28	CI
Luen Thai Holdings Limited Proposes Final Dividend for the Year Ended 31 December 2022, Payable on or About 14 July 2023	23-03-28	CI
Luen Thai Holdings Unit Renews Property Lease Agreement with Affiliate for 1 Year	22-12-21	MT
Luen Thai Holdings Renews Logistics Services Agreement for 3 Years	22-12-09	MT
Luen Thai Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-26	CI
Luen Thai Holdings Limited Announces Dividend for the Six Months Ended 30 June 2022, Payable on 28 October 2022	22-08-26	CI

	1st Jan change	Capi.
LUEN THAI HOLDINGS LIMITED	-27.17%	25.52M
CHRISTIAN DIOR SE	+4.52%	144B
LULULEMON ATHLETICA INC.	-32.01%	44.05B
MONCLER S.P.A.	+13.50%	18.71B
RALPH LAUREN CORPORATION	+14.19%	10.66B
LEVI STRAUSS & CO.	+32.65%	8.86B
LI NING COMPANY LIMITED	0.00%	6.9B
PVH CORP.	-7.46%	6.55B
BOSIDENG INTERNATIONAL HOLDINGS LIMITED	+31.62%	6.49B
GILDAN ACTIVEWEAR INC.	+2.17%	5.51B

Luen Thai Holdings Limited

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Luen Thai : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

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