Continental : GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Continental Holdings Limited ("Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00513)

GENERAL MANDATES TO ISSUE NEW SHARES AND TO

REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Function Rooms 2 & 3, 3/F, The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 9 December 2019 at 11:00 a.m. or any adjournments thereof at which the above proposals will be considered, is contained in pages 14 to 17 of this circular. If you are not able to attend the Annual General Meeting, you are requested to complete and return the form of proxy enclosed with this circular, in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting to the registered office of the Company at Flats M and N, 1/F., Kaiser Estate, Phase III, 11 Hok Yuen Street, Hunghom, Kowloon, Hong Kong. Completion of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting should you so wish.

Hong Kong, 25 October 2019

CONTENTS
	Page
DEFINITIONS � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �	1
LETTER FROM THE BOARD
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
GRANTING OF THE ISSUE MANDATE AND REPURCHASE MANDATE. . . . . . . . . . . .	4
RE-ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RIGHT TO DEMAND POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I - EXPLANATORY STATEMENT OF
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II - DETAILS OF THE DIRECTORS
PROPOSED FOR RE-ELECTION� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

i

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at Function
	Rooms 2 & 3, 3/F, The Mira Hong Kong, 118 Nathan Road,
	Tsimshatsui, Kowloon, Hong Kong on Monday, 9 December 2019
	at 11:00 a.m.
"Articles of Association"	articles of association of the Company
"Board"	board of Directors
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong)
"Company"	Continental Holdings Limited, a company incorporated in Hong
	Kong with limited liability, the securities of which are listed on
	the Stock Exchange
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	the general mandate to the Directors to exercise the powers of the
	Company to allot, issue and deal with Shares during the relevant
	period up to a maximum of 20 per cent of the total number of
	shares in issue of the Company as at the date of passing of the
	relevant resolution at the Annual General Meeting
"Latest Practicable Date"	17 October 2019, being the latest practicable date prior to the
	issue of this circular for ascertaining certain information
	contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

1

	DEFINITIONS
"Member(s)" or "Shareholder(s)"	duly registered holder(s) of the Shares
"PRC"	the People's Republic of China
"Repurchase Mandate"	the general mandate to the Directors to exercise the powers of the
	Company to repurchase Shares during the relevant period up to a
	maximum of 10 per cent of the total number of shares in issue of
	the Company as at the date of passing of the relevant resolution at
	the Annual General Meeting
"Share(s)"	share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers

2

LETTER FROM THE BOARD

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00513)

Executive Directors:	Registered Office:
Mr. Chan Wai Lap, Victor	Flats M and N, 1/F
Dr. Chan Sing Chuk, Charles, BBS, JP	Kaiser Estate, Phase III
Ms. Cheng Siu Yin, Shirley	11 Hok Yuen Street
Ms. Chan Wai Kei, Vicki	Kowloon
Mr. Wong Edward Gwon-hing	Hong Kong
Non-executive Director:
Mr. Yam Tat Wing
Independent Non-executive Directors:
Mr. Yu Shiu Tin, Paul, BBS, MBE, JP
Mr. Chan Ping Kuen, Derek
Mr. Sze Irons, BBS, JP
Mr. Cheung Chi Fai, Frank
	25 October 2019
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND TO

REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors wish to seek the approval of the Shareholders at the Annual General Meeting for the granting of the Issue Mandate and the Repurchase Mandate and the proposed re-election of Directors.

3

LETTER FROM THE BOARD

The purpose of this circular is to (a) provide you with details of the Issue Mandate and the Repurchase Mandate; (b) present the proposal for the re-election of Directors; and (c) give you notice of the Annual General Meeting.

GRANTING OF THE ISSUE MANDATE AND THE REPURCHASE MANDATE

Three ordinary resolutions numbered (5), (6) and (7) in the notice of the Annual General Meeting will be proposed in relation to the Repurchase Mandate, the Issue Mandate and the extension of the Issue Mandate to issue and allot additional Shares representing the total number of Shares which may be purchased by the Company under the Repurchase Mandate are as follows:

1. Repurchase Mandate

Ordinary resolution numbered (5) set out in the notice of Annual General Meeting will be proposed at the Annual General Meeting to give a general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase at any time during the Relevant Period (as defined in ordinary resolution numbered (5) set out in the notice of Annual General Meeting) Shares representing up to a maximum of 10% of the total number of Shares in issue of the Company as at the date of passing such resolution.

The Directors will seek the approval of the Shareholders for the grant of the Repurchase Mandate in accordance with the requirements set out in the Listing Rules.

The explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in the Appendix I to this circular.

1. Issue Mandate

Ordinary resolution numbered (6) set out in the notice of Annual General Meeting will also be proposed that the Directors be given a general and unconditional mandate to issue and allot during the Relevant Period (as defined in ordinary resolution numbered (6) set out in the notice of Annual General Meeting) additional Shares representing up to 20% of the total number of Shares in issue of the Company as at the date of passing such resolution. As at the Latest Practicable Date, there were in issue an aggregate of 6,831,182,580 Shares. Assuming that no Shares are issued or repurchased by the Company prior to the date of the Annual General Meeting, such 20% will represent 1,366,236,516 Shares.

In addition, an ordinary resolution (ordinary resolution numbered (7) set out in the notice of Annual General Meeting) will be proposed to extend such general mandate to issue Shares by adding to it an amount representing the aggregate number of Shares in issue of the Company repurchased by the Company under the Repurchase Mandate.

4

LETTER FROM THE BOARD

To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, the Directors will seek the approval of the Shareholders for the grant of the Issue Mandate at the Annual General Meeting.

RE-ELECTION OF DIRECTORS

According to Articles 115(A) and 115(B) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not exceeding one-third, shall retire from office by rotation. The Directors to retire in every year shall be those who have been longest in office since their last re-election or appointment but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. A retiring Director shall be eligible for re-election.

Furthermore, according to Article 115(D) of the Articles of Association, every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years and the Directors to retire shall be decided by the Board.

In accordance with Articles 115(A), 115(B) and 115(D) of the Articles of Association, Ms. Cheng Siu Yin, Shirley, Ms. Chan Wai Kei, Vicki and Mr. Yu Shiu Tin, Paul shall retire from office by rotation and all of them are eligible for re-election at the Annual General Meeting.

Mr. Yu Shiu Tin, Paul, an Independent Non-executive Director of the Company, has served the Company for more than nine years. The Nomination Committee of the Company considered that his long service would not affect his exercise of independent judgment and was satisfied that Mr. Paul Yu has the required integrity and experience to continue fulfilling the role of an Independent Non-executive Director.

In addition, Mr. Paul Yu has made a confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. Taking into consideration the above, the Board is of the view that Mr. Paul Yu is independent in accordance with the independence guidelines.

In accordance with the Corporate Governance Code as set out in the Listing Rules, the re-election of Mr. Paul Yu will be subject to a separate resolution to be approved at the Annual General Meeting.

Details of retiring Directors proposed for re-election at the Annual General Meeting are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out in this circular. At the Annual General Meeting, ordinary resolutions will be proposed to approve the granting of the Issue Mandate and the Repurchase Mandate and the re-election of Directors.

5

LETTER FROM THE BOARD

A form of proxy for use at the Annual General Meeting is enclosed with this circular. If you are not able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the registered office of the Company at Flats M and N, 1/F., Kaiser Estate, Phase III, 11 Hok Yuen Street, Hunghom, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

RIGHT TO DEMAND POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the 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 administrative matter to be voted on by a show of hands. The chairman of the Annual General Meeting will demand a poll on each of the resolutions to be proposed at the Annual General Meeting. The results of the poll will be published on the website of the Stock Exchange and at the website www.continental.com.hk on the business day following the Annual General Meeting.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the AGM, the Register of Members of the Company will be closed from Wednesday, 4 December 2019 to Monday, 9 December 2019, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrar 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 no later than 4:30 p.m. on Tuesday, 3 December 2019.

For determining the entitlement to the proposed final dividend, the Register of Members will be closed from Friday, 13 December 2019 to Tuesday, 17 December 2019, during which period no transfer of shares will be registered. In order to qualify for entitlement to the proposed final dividend, all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the office of the Company's Share Registrar 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 Thursday, 12 December 2019. Subject to the approval by shareholders of the Company at the forthcoming annual general meeting, the proposed final dividend will be paid on or about Thursday, 2 January 2020.

RECOMMENDATIONS

The Board considers that (a) the granting of and the extension to the Issue Mandate and the Repurchase Mandate and (b) the re-election of the Directors as described in the section headed "Re-election of Directors" above are in the interest of the Company and its Shareholders as a whole and accordingly recommends you to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.

6

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular contains particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

For and on behalf of the Board

Chan Wai Lap, Victor

Chairman

7

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

The following is the explanatory statement required to be sent to Shareholders under the Listing Rules in connection with the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue of the Company comprised 6,831,182,580 Shares. On the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, exercise in full of the proposed Repurchase Mandate can accordingly result in up to 683,118,258 Shares being repurchased by the Company during the course of the period ending on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law and the date upon which such authority is revoked or varied.

REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and its Shareholders as a whole to seek a general authority from Shareholders to enable the Directors to repurchase Shares in the market.

Repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net assets and/or earnings per Share. The Directors are seeking the grant of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then prevailing.

FUNDING OF REPURCHASES

Repurchases of Shares must be funded out of funds legally available for the purpose in accordance with the Articles of Association and the Companies Ordinance. Repurchases of Shares pursuant to the Repurchase Mandate would be financed entirely from the Company's available cash flow or working capital facilities. Any repurchases of Shares will be made out of funds of the Company permitted to be utilised in this connection, including profits otherwise available for distribution.

8

APPENDIX I EXPLANATORY STATEMENT OF 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 its most recent published audited financial statements dated 30 June, 2019) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate 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.

SHARE PRICES

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

		Per Share
	Highest	Lowest
	HK$	HK$
2018
October	0.119	0.103
November	0.117	0.101
December	0.111	0.099
2019
January	0.111	0.097
February	0.120	0.102
March	0.107	0.098
April	0.104	0.095
May	0.101	0.09
June	0.105	0.088
July	0.099	0.083
August	0.092	0.074
September	0.081	0.069
October (up to the Latest Practicable Date)	0.073	0.069

9

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase would be treated as an acquisition for the purposes of the Takeover Code. Accordingly, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of the Shareholder's voting right at the time, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

As at the Latest Practicable Date, Tamar Investments Group Limited ("Tamar Investments"), a company wholly owned by Dr. Chan Sing Chuk, Charles, his wife, Ms. Cheng Sin Yin, Shirley and Mr. Chan Wai Lap, Victor ("Mr. Victor Chan"), Chairman of the Board, and all being the Executive Directors of the Company, were interested in 5,063,395,220 Shares, representing approximately 74.12% of the issued Shares of the Company as at such date. Mr. Victor Chan, was also interested in 2,700,000 ordinary shares, representing approximately 0.04% of the issued Shares of the Company. On such basis, if the Repurchase Mandate is fully exercised by the Company, it will increase their aggregate percentage shareholding in the Company to approximately 82.40% (Note), and such increase will not give rise to an obligation to make a mandatory offer under the Takeovers Code. However, in such circumstances, repurchase of Shares under the Repurchase Mandate would result in the number of Shares held by the public being reduced to below 25%.

Note: The percentage were calculated based on the Company's issued number of Shares of 6,831,182,580 Shares as at the Latest Practicable Date and on the assumptions that there is no other change in the issued number of Shares of the Company and that none of the share options issued by the Company are exercised prior to Annual General Meeting.

Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeover Code as a result of any repurchases made under the Repurchase Mandate. The Directors have no intention to exercise the Repurchase Mandate to such extent that would result in the total number of the issued Shares of the Company held by the public being reduced to less than 25% as required under the Listing Rules (or the relevant prescribed minimum percentage required by the Stock Exchange).

10

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

DIRECTORS AND THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company and no such persons have undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, all applicable laws of Hong Kong and the Articles of Associations.

REPURCHASES MADE BY THE COMPANY

The Company has not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

MISCELLANEOUS

In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

11

APPENDIX II	DETAILS OF THE DIRECTORS
	PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors proposed for re-election at the Annual General Meeting.

Ms. Cheng Siu Yin, Shirley, aged 66, is the Managing Director and Co-Founder of the Group. Ms. Cheng is an Executive Director of the Company and holds directorship in various subsidiaries of the Company. She is responsible for the daily operations, financial management, corporate development, sales and marketing as well as strategic planning of the Group. Ms. Cheng has over 45 years of experience in the jewellery industry and has been actively involved in the business development of the Group since the beginning. Ms. Cheng also plays an active role in the community, currently Director of Zonta Club of Hong Kong (2018-2020), and Vice Chairman, Executive Committee and Honorary Vice President of the Hong Kong Federation of Women. In addition, she was awarded as one of the "100 Chinese Outstanding Women Entrepreneurs" in 2006 and was a Committee Member of the City of Jiangmen Chinese People's Political Consultative Conference.

Ms. Cheng has not held any directorship in any public listed companies in the last three years.

Ms. Cheng is the wife of Dr. Chan Sing Chuk, Charles ("Dr. Chan"), an Executive Director of the Company. Ms. Cheng is the mother of Ms. Chan Wai Kei, Vicki and Mr. Chan Wai Lap, Victor ("Mr. Victor Chan"), both are Executive Directors of the Company.

As at the Latest Practicable Date, Ms. Cheng has interests in 5,063,395,220 ordinary shares (within the meaning of Part XV of the Securities and Future Ordinance) of the Company. Such interests are held by Tamar Investments, which is a company wholly owned by Ms. Cheng, Dr. Chan. and Mr. Victor Chan, they are the Directors of the Company, and also the Directors of Tamar Investments Group Limited.

Ms. Cheng has entered into a service contract with the Company for a term of three years commencing from 1 July 2019, which is subject to termination by either party by giving six months' written notice. She is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the financial year ended 30 June 2019, the total remuneration paid to Ms. Cheng is HK$2,573,000 (including salaries, benefits, bonus and retirement scheme contributions) which is determined with reference to her duties and responsibilities with the Group, the Group's performance and the prevailing market situation.

The Company confirms that it is not aware of any other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to the Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Ms. Chan Wai Kei, Vicki, aged 47, is an Executive Director of the Company and holds directorship in various subsidiaries of the Company. She joined the Group in 1995 and she is responsible for property development in Hong Kong, retail operation and the business administration functions in the Group. Ms. Chan graduated from University of California, Berkeley with a Bachelor of Arts degree in Economics. Ms. Chan is a Graduate Gemologist of the Gemological Institute of America. She is Charter President of Zonta Club of Hong Kong II and Area Director of Zonta International (2010-2012), actively involved in the Zonta Community. She is also a member of Golden Bauhinia Women Entrepreneur Association.

12

APPENDIX II	DETAILS OF THE DIRECTORS
	PROPOSED FOR RE-ELECTION

Ms. Chan has not held any directorship in any public listed companies in the last three years.

Ms. Chan is the daughter of Dr. Chan and Ms. Cheng, both are Executive Directors of the Company. Ms. Chan is the sister of Mr. Victor Chan, who is an Executive Director of the Company.

As at the Latest Practicable Date, Ms. Chan is interested in 30,000,000 underlying shares pursuant to share options (within the meaning of Part XV of the Securities and Futures Ordinance) of the Company.

Ms. Chan has entered into a service contract with the Company for a term of three years commencing from 1 July 2017, which is subject to termination by either party by giving six months' written notice. She is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

For the financial year ended 30 June 2019, the total remuneration paid to Ms. Chan is HK$1,261,000 which is determined with reference to her duties and responsibilities with the Group, the Group's performance and the prevailing market situation.

The Company confirms that it is not aware of any other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to the Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Yu Shiu Tin, Paul, BBS, MBE, JP, aged 69, was appointed as an Independent Non-executive Director on 25 April 2005. Mr. Yu is a businessman who has been actively engaged in the construction business both in the public and private sectors in Hong Kong for the last 40 years. He is a fellow member of the Hong Kong Institute of Construction Managers. Other than his working experience in managing a construction company, he has also actively involved in the community services of Hong Kong and has served several advisory bodies of Hong Kong Government for over 30 years. He was subsequently awarded as an unofficial Justice of the Peace by the Hong Kong Government in the year 1989 and awarded the Bronze Bauhinia Star by the Hong Kong Special Administrative Region Government in the year 2007. From March 2016 to August 2018, Mr. Yu was the Chairman and an Executive Director of K. H. Group Holdings Limited (Stock Code: 1557), a company listed on the Stock Exchange.

Save as disclosed above, Mr. Yu has not held any directorship in any public listed companies in the last three years and does not have any relationship with any other directors or senior management or substantial or controlling shareholders of the Company.

No services contract has been entered into between Mr. Yu and the Company. Mr. Yu has no fixed term of service with the Company but he is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

13

APPENDIX II	DETAILS OF THE DIRECTORS
	PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Yu does not have any interest (within the meaning of Part XV of the Securities and Futures Ordinance) in the Shares of the Company.

For the financial year ended 30 June 2019, Mr. Yu is entitled to a director's fee of HK$50,000 which is determined with reference to his duties and responsibilities with the Group, the Group's performance and the prevailing market situation.

Mr. Yu has confirmed in writing his independence in accordance with the Listing Rules. Based on such information and Mr. Yu's past performance, the Board believes that Mr. Yu continues to be independent.

The Company confirms that it is not aware of any other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to the Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

14

NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00513)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Continental Holdings Limited ("Company") will be held at Function Rooms 2 & 3, 3/F, The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 9 December 2019 at 11:00 a.m. for the purpose of transacting the following business:

As ordinary business:

1. To receive and consider the audited consolidated financial statements and the Reports of the Directors and the independent auditor of the Group for the year ended 30 June 2019.
2. To approve a final dividend of HK0.25 cent per share for the year ended 30 June 2019.
3. (a) To re-elect Ms. Cheng Siu Yin, Shirley as Director.
4. 1. To re-elect Ms. Chan Wai Kei, Vicki as Director.
   2. To re-elect Mr. Yu Shiu Tin, Paul as Director.
   3. To authorise the Board of Directors to fix the Directors' remuneration.
5. To re-appoint BDO Limited as the independent auditor of the Company and authorise the Directors of the Company to fix the auditor's remuneration.

15

NOTICE OF ANNUAL GENERAL MEETING

And as special business, to consider and, if thought fit, to pass with or without modification the following resolutions of which resolutions numbers (5) to (7) will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

1. "THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase shares of the Company ("Shares"), subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
   2. the total number of Shares which may be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares of the Company in issue on the date of passing 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 earlier of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meetings; or
      3. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held."
3. "THAT:
4. 1. subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional Shares and to make or grant offers, agreements and options during the Relevant Period which would or might require Shares to be issued, allotted or dealt with during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. the total number of Shares issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with, pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below), or (ii) any option scheme or similar arrangement for the time being adopted by the Company for the granting or issuance of Shares or rights to acquire Shares, or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20% of the total number of Shares of the Company in issue on the date of passing of this resolution; and
   2. for the purposes of this resolution:
   3. 1. "Relevant Period" shall have the same meaning as assigned to it under resolution number (5) set out in the notice convening this Meeting;
      2. "Rights Issue" means an offer of Shares open for a period fixed by the Directors of the Company to the holders of Shares on a fixed record date in proportion to their then holdings of Shares (subject to such exclusions 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, any recognized regulatory body or any stock exchange in any territory outside Hong Kong)."
2. "THAT subject to the passing of the resolutions numbers (5) and (6) above, the general mandate granted to the Directors of the Company to issue, allot and deal with any additional Shares pursuant to resolution number (6) above be and is hereby extended by the addition thereto of the total number of Shares which may be purchased by the Company under the authority granted pursuant to resolution number(5) above, provided that such amount of Shares so purchased shall not exceed 10% of the total number of Shares of the Company in issue on the date of passing this resolution."

By Order of the Board

Chan Wai Lap, Victor

Chairman

Hong Kong, 25 October 2019

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

Flats M and N, 1st Floor Kaiser Estate, Phase III 11 Hok Yuen Street Hunghom, Kowloon Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
2. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the Annual General 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 holders be present at the Annual General 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 share shall alone be entitled to vote in respect thereof.
3. Completion and return of the form of proxy will not preclude a member from attending and voting at the Annual General Meeting or any adjournment thereof if he so wishes. In that event, his form of proxy will be deemed to have been revoked.
4. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the registered office of the Company at Flats M and N, 1/F, Kaiser Estate, Phase III, 11 Hok Yuen Street, Hunghom, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.
5. For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Wednesday, 4 December 2019 to Monday, 9 December 2019 both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrar 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 no later than 4:30 p.m. on Tuesday, 3 December 2019.
   For determining the entitlement to the proposed final dividend, the Register of Members will be closed from Friday, 13 December 2019 to Tuesday, 17 December 2019, during which period no transfer of shares will be registered. In order to qualify for entitlement to the proposed final dividend, all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the office of the Company's Share Registrar 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 Thursday, 12 December 2019. Subject to the approval by shareholders of the Company at the forthcoming annual general meeting, the proposed final dividend will be paid on or about Thursday, 2 January 2020.

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