LT Commercial Real Estate : Announcements and Notices - Notice of Extraordinary General Meeting

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LT COMMERCIAL REAL ESTATE LIMITED ਔइਠุήପϞࠢʮ̡

(Incorporated in Hong Kong with limited liability)

(Stock Code: 112)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "Meeting") of shareholders of LT Commercial Real Estate Limited (the "Company") will be held at Room 4608, 46/F, The Center, 99 Queen's Road Central, Central, Hong Kong on Wednesday, 30 January 2019 at 9:30 a.m., as special business, to consider and, if thought fit, pass with or without amendment the following resolutions:

ORDINARY RESOLUTION

(1) "THAT:

(a) the conditional sale and purchase agreement dated 23 October 2018 (as amended and supplemented by a supplemental agreement dated 31 December 2018), (the "Agreement", details of which are disclosed in the circular of the Company dated 14 January 2019) entered into between Mr. Yang Longfei as purchaser and the Company as vendor in relation to, among other matters, the sale and purchase of the entire issued share capital in and loans due by LT International Investment Holdings Limited, for a total consideration of HK$247,369,000 (a copy of the Agreement is marked "A" and produced to the meeting and signed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

(b) any one director of the Company be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Agreement and the transactions contemplated thereunder."

SPECIAL RESOLUTION

(2) "THAT:

subject to and conditional upon the approval by the Registrar of Companies in Hong Kong:

(a) the English name of the Company be changed from "LT Commercial Real Estate

Limited" to "Lerthai Group Limited" and the Chinese name of the Company be changed from "ਔइਠุήପϞࠢʮ̡ " to " ਔइණྠϞࠢʮ̡" (the "Change of

Company Name"); and

(b) any one director or the company secretary of the Company be authorized to do or procure any such acts and things and execute all documents as may be required to effect the aforesaid Change of Company Name."

By Order of the Board

LT Commercial Real Estate Limited

Yang Longfei

Chairman and Chief Executive Officer

Hong Kong, 14 January 2019

Registered Office:

Room 3303, Tower Two Lippo Centre

89 Queensway Admiralty, Hong Kong

Notes:

• 1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and, subject to the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• 2. A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of the 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.

• 3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is duly signed, or a notarially certified copy of such power of attorney or authority must be deposited at the Company's registrar and transfer office, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event, not less than 48 hours (excluding any part of a day that is public holiday) before the time appointed for holding the Meeting (i.e. not later than 9:30 a.m. on 28 January 2019 (Hong Kong Time)) or any adjournment thereof.

• 4. Members of the Company whose names appear on the register of members of the Company at 4:30 p.m. on Friday, 25 January 2019 shall be entitled to attend and vote at the Meeting. In order to be entitled to attend and vote at the Meeting, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company's registrar and transfer office, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than

• 4:30 p.m. on Friday, 25 January 2019.

• 5. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holder be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

• 6. Pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the voting on the resolution at the Meeting will be conducted by way of poll.

As at the date of this notice, the executive Directors are Mr. Yang Longfei and Ms. Zhang Yan, the non-executive Director is Mr. Yang Shao Ming and the independent non-executive Directors are Mr. Wan Kah Ming, Mr. Wong Hon Kit and Mr. Wong Tat Keung.

Website of the Company:http://www.lth.com.hk