Prosperity International H K : Announcements and Notices - Notice of Special General Meeting

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PROSPERITY INTERNATIONAL HOLDINGS (H.K.) LIMITED 昌 興 國 際 控 股（ 香 港 ）有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 803)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ''Meeting'' ) of Prosperity International Holdings (H.K.) Limited (the ''Company'') will be held at Suites 1801-6, 18th Floor, Tower 2, The Gateway, 25 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 22 February 2019 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions with or without amendments as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company with or without modifications:

1.

''THAT subject to and conditional upon the granting by The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the ''Proposed Share Consolidation''):

(a) with effect from the first business day immediately following the date on which this resolution is passed or the above condition is fulfilled (whichever is later):

(i) every ten (10) issued and unissued ordinary shares of par value of HK$0.01 each (''Existing Share'') in the share capital of the Company be consolidated into one (1) issued and unissued ordinary shares of par value of HK$0.10 each (''Consolidated Share''), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the bye-laws of the Company; and

*

for identification purpose only

(ii) all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit for the Company; and

(b) the board (the ''Board'') of directors (the ''Directors'') of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Proposed Share Consolidation.''

• 2. ''THAT:

  (a) conditional upon resolutions 1 set out in the notice convening the meeting of which this resolution forms part being passed, the existing board lot size of the share(s) of the Company for trading on the Stock Exchange be changed from 20,000 Existing Shares to 10,000 Consolidated Shares (the ''Proposed Change in Board Lot Size''); and

  (b) the Board be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Proposed Change in Board Lot Size.''

• 3. ''THAT:

  (a) subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of and permission to deal in the Shares to be allotted and issued upon the exercise of options (''Options'') granted under the share option scheme adopted by the Company on 25 September 2009 (the ''Share Option Scheme'', the existing limit in respect of the granting of Options, being the maximum number of Shares which may be issued upon the exercise of all Options granted or to be granted under the Share Option Scheme which was as a result of the refreshment of the original scheme mandate limit on 23 September 2015, be refreshed and renewed provided that the total number of Shares which may be allotted and issued upon exercise of the Options and any other share option schemes of the Company (excluding Options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10% of the Shares in issue as at the date of passing this resolution (the ''Proposed Scheme Mandate Limit Refreshment''); and

  (b) the Board be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Proposed Scheme Mandate Limit Refreshment.''

4.

''THAT, to the extent not already exercised, the mandate to allot and issue shares of the Company given to the Directors at the annual general meeting (the ''AGM'') of the Company held on 27 September 2018 be and is hereby revoked and replaced by the mandate below (the ''Proposed General Mandate Limit Refreshment''):

(a) subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval subject to paragraph (c) below, pursuant to the Rules (the ''Listing Rules'') Governing the Listing of Securities on the Stock Exchange, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with unissued shares (the ''Shares'') in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

  (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

  (ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of such resolution),

  and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(d) for the purposes of this resolution:

''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or the applicable laws of Bermuda to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''

By order of the Board

Prosperity International Holdings (H.K.) Limited

Wong Ben Koon

Chairman

Hong Kong, 18 January 2019

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business: Suites 1801-6, 18th Floor

Tower 2, The Gateway 25 Canton Road

Tsim Sha Tsui Kowloon Hong Kong

Notes:

• 1. The resolutions at the SGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

• 2. A member of the Company entitled to attend and vote at the SGM convened by the above notice is entitled to appoint one or more proxies (if the member is a holder of two or more shares) to attend and vote instead of him/her/it. A proxy need not be a member of the Company.

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

• 4. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power and authority must be deposited at the office of the Company's branch share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than Wednesday, 20 February 2019 at 2:30 p.m. (Hong Kong time).

• 5. In the case of joint holders of any shares in the Company any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present whose name stand first on the register of members in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holders.

• 6. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the SGM will be on Friday, 22 February 2019. The Company's register of members will be closed from Tuesday, 19 February 2019 to Friday, 22 February 2019 (both days inclusive) to determine the qualification for attendance and voting at the SGM. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Monday, 18 February 2019.

As at the date of this announcement, the executive Directors are Mr. Wong Ben Koon (Chairman), Dr. Mao Shuzhong (Chief Executive Officer), Ms. Gloria Wong, Mr. Wang Jiafu and Mr. Kong Siu Keung; the non-executive Directors are Mr. Liu Yongshun and Mr. Wu Likang; and the independent non-executive Directors are Mr. Yuen Kim Hung, Michael, Mr. Yung Ho, Mr. Chan Kai Nang and Mr. Ma Jianwu.