THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, 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 Eagle Nice (International) Holdings Limited (the ''Company''), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Eagle Nice (International) Holdings Limited

鷹 美（ 國 際 ）控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02368)

PROPOSALS INVOLVING GRANT OF GENERAL MANDATES

TO ISSUE AND PURCHASE SHARES,

DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Unit 0906, 9th Floor, Tower B, Regent Centre, 70 Ta Chuen Ping Street, Kwai Chung, New Territories, Hong Kong on Wednesday, 26 August 2020 at 11 : 00 a.m. (the ''Annual General Meeting'') is set out on pages 17 to 22 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof, should you so wish.

PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING

Due to the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following precautionary measures at the Annual General Meeting against the epidemic to protect the Shareholders from the risk of infection:

. Limitation on seating at the venue of the Annual General Meeting

. Compulsory body temperature check

. Wearing of surgical facial mask

. No provision of corporate gift, food or beverages and disallowance of drinking and eating

Attendees who do not comply with the precautionary measures or are subject to any Hong Kong Government prescribed quarantine may be denied entry into the Annual General Meeting venue.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

* For identification purposes only

27 July 2020

CONTENTS

Page

Definitions .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

Introduction

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

General mandates to issue and purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Precautionary measures at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .

7

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Appendix I

-

Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

Appendix II

-

Particulars of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

- i -

DEFINITIONS

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

''Annual General

the annual general meeting of the Company to be held at Unit

Meeting''

0906, 9th Floor, Tower B, Regent Centre, 70 Ta Chuen Ping

Street, Kwai Chung, New Territories, Hong Kong on

Wednesday, 26 August 2020 at 11 : 00 a.m., notice of which is

set out on pages 17 to 22 of this circular

''Articles of

the existing articles of association of the Company

Association''

''Board''

the board of Directors

''close associate(s)''

has the same meaning as defined in the Listing Rules

''Company''

Eagle Nice (International) Holdings Limited, a company

incorporated in the Cayman Islands with limited liability and

the Shares of which are listed on the Stock Exchange

''core connected

has the same meaning as defined in the Listing Rules

person(s)''

''Director(s)''

the director(s) of the Company

''Executive''

the Executive Director of the Corporate Finance Division of the

Securities and Futures Commission or any delegate of the

Executive Director

''Great Pacific''

Great Pacific Investments Limited, a company incorporated in

the British Virgin Islands with limited liability and a

wholly-owned subsidiary of Yue Yuen

''Great Pacific

the subscription of 105,000,000 new Shares and a convertible

Subscription''

note in the principal amount of HK$207,060,000 by Great

Pacific, details of which are set out in the Great Pacific

Subscription Circular

''Great Pacific

the circular issued by the Company dated 24 March 2004 in

Subscription

relation to, among other things, the Great Pacific Subscription

Circular''

''Group''

the Company and its subsidiaries

''HK$''

Hong Kong dollar, the lawful currency of Hong Kong

''Hong Kong''

the Hong Kong Special Administrative Region of the People's

Republic of China

- 1 -

DEFINITIONS

''Issue Mandate''

a general and unconditional mandate proposed to be granted to

the Directors to exercise all powers of the Company to allot and

issue Shares as set out in resolution no. 5 in the notice convening

the Annual General Meeting

''Latest Practicable

21 July 2020, being the latest practicable date prior to the

Date''

printing of this circular for ascertaining certain information for

inclusion in this circular

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange

''Maitex Acquisition''

the acquisition of the entire equity interest in Wayable

International Inc., which is the holding company of the group

of companies comprising, inter alia, Maitex (EAG) Limited and

Maitex Co., Ltd. of Huilai, by Jespar Age Limited, a

wholly-owned subsidiary of the Company, details of which are

set out in the circular issued by the Company dated 7 May 2007

''Maitex Transactions''

the Maitex Acquisition and the Time Easy 2007 Placing

''PRC''

the People's Republic of China

''Purchase Mandate''

a general and unconditional mandate proposed to be granted to

the Directors to exercise all powers of the Company to purchase

Shares as set out in resolution no.6 in the notice convening the

Annual General Meeting

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the Laws

of Hong Kong)

''Share(s)''

ordinary share(s) of HK$0.01 each in the capital of the Company

''Shareholder(s)''

the holder(s) of the Shares

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''substantial

has the same meaning as defined in the Listing Rules

shareholder(s)''

''Takeovers Code''

the Hong Kong Code on Takeovers and Mergers

''Time Easy''

Time Easy Investment Holdings Limited, a company

incorporated in the British Virgin Islands with limited liability,

which is wholly and beneficially owned by Mr. Chung Yuk Sing,

the chairman of the Board and an executive director of the

Company

- 2 -

DEFINITIONS

''Time Easy 2007

the placing of 18,000,000 existing Shares by Time Easy to an

Placing''

independent third party, details of which are set out in the Time

Easy 2007 Placing Announcement

''Time Easy 2007

the announcement issued by the Company dated 10 May 2007 in

Placing

relation to the Time Easy 2007 Placing

Announcement''

''Yue Yuen''

Yue Yuen Industrial (Holdings) Limited, a company

incorporated under the laws of Bermuda with limited liability

and the shares of which are listed on the Stock Exchange (stock

code: 00551)

''Yue Yuen Group''

Yue Yuen and its subsidiaries

''%''

per cent

- 3 -

LETTER FROM THE BOARD

Eagle Nice (International) Holdings Limited

鷹 美（ 國 際 ）控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02368)

Executive Directors:

Registered Office:

Mr. Chung Yuk Sing (Chairman and

Cricket Square

Chief Executive Officer)

Hutchins Drive

Mr. Chen Hsiao Ying (Vice Chairman)

P.O. Box 2681

Mr. Huang Yongbiao

Grand Cayman KY1-1111

Ms. Chen Fang Mei, Christina

Cayman Islands

Mr. Hu Dien Chien

Mr. Shih Chih-Hung

Head Office and Principal Place of

Business in Hong Kong:

Independent Non-Executive Directors:

Units 0902-0903 and 0905-0906

Mr. Chan Cheuk Ho

9/F, Tower B, Regent Centre

Mr. Lu Chi Chant

70 Ta Chuen Ping Street

Ms. Tham Kit Wan

Kwai Chung

New Territories

Hong Kong

27 July 2020

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GRANT OF GENERAL MANDATES

TO ISSUE AND PURCHASE SHARES,

DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors wish to seek the approval of the Shareholders at the Annual General Meeting for, among other things, (i) the grant of the Issue Mandate and the Purchase Mandate, (ii) the declaration of final dividend and (iii) the re-election of retiring Directors.

  • For identification purposes only

- 4 -

LETTER FROM THE BOARD

The purpose of this circular is to (i) provide you with details of the Issue Mandate and the Purchase Mandate, (ii) set out an explanatory statement regarding the Purchase Mandate as required under the Listing Rules, (iii) provide you with information regarding the declaration of final dividend, (iv) provide you with information regarding the re-election of retiring Directors and (v) give you notice of the Annual General Meeting.

GENERAL MANDATES TO ISSUE AND PURCHASE SHARES

The Directors wish to propose ordinary resolutions at the Annual General Meeting to give to the Directors general mandates:

  1. to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the proposed resolution for the grant of the Issue Mandate; and
  2. to purchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the proposed resolution for the grant of the Purchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 532,000,000 Shares. Subject to the passing of the proposed resolutions for the grant of the Issue Mandate at the Annual General Meeting and on the basis that no further Shares are issued or purchased by the Company between the Latest Practicable Date and the Annual General Meeting, the Company would be allowed to issue a maximum of 106,400,000 Shares under the Issue Mandate. In addition, subject to the passing of the Purchase Mandate at the Annual General Meeting and on the basis that no further Shares are issued or purchased by the Company between the Latest Practicable Date and the Annual General Meeting, the Company would be allowed to purchase a maximum of 53,200,000 Shares under the Purchase Mandate.

In addition, a separate ordinary resolution will also be proposed at the Annual General Meeting to add to the Issue Mandate those Shares purchased by the Company pursuant to the Purchase Mandate granted to the Directors at the Annual General Meeting.

An explanatory statement containing information regarding the Purchase Mandate is set out in appendix I to this circular.

DECLARATION OF FINAL DIVIDEND

The Board has recommended the payment of a final dividend of HK9 cents per Share for the year ended 31 March 2020 to Shareholders whose names appear on the register of members of the Company on Friday, 4 September 2020, subject to Shareholders' approval at the Annual General Meeting. The final dividend, if approved, will be paid in cash on Tuesday, 22 September 2020.

- 5 -

LETTER FROM THE BOARD

For determining the entitlement to the proposed final dividend for the year ended 31 March 2020 (subject to approval by the Shareholders at the Annual General Meeting), the register of members of the Company will be closed from Wednesday, 2 September 2020 to Friday, 4 September 2020, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible for the above proposed final dividend, the unregistered holders of shares of the Company should ensure that all transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4 : 30 p.m. on Tuesday, 1 September 2020.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 87(1) of the Articles of Association, Mr. Chen Hsiao Ying, Mr. Chan Cheuk Ho (''Mr. Chan'') and Mr. Lu Chi Chant (''Mr. Lu'') are due to retire from office by rotation at the Annual General Meeting. Pursuant to article 86(3) of the Articles of Association, Mr. Shih Chih-Hung, who was appointed as an executive Director with effect from 1 April 2020, shall hold office until the Annual General Meeting. The retiring directors, being eligible, offer themselves for re-election at the Annual General Meeting.

Mr. Chan and Mr. Lu are both independent non-executive Directors. The Company, having reviewed the composition of the Board, considered Mr. Chan and Mr. Lu are suitable for re-election in line with the approach as set out in the nomination policy and the board diversity policy of the Company. Both Mr. Chan and Mr. Lu have substantial board experience and good understandings of the Group's operations. They have contributed significantly to helping the Company achieve high standard of corporate governance and have contributed to the diversity of the Board by bringing their professional experience and independent opinions to the Company.

Each of Mr. Chan and Mr. Lu was not involved in the day-to-day management of the Company and did not have any family ties with other Directors or senior management of the Company. The Company is not aware of any circumstance which would interfere with the exercise of their professional judgment. They have also given an annual confirmation of their independence pursuant to Rule 3.13 of the Listing Rules to the Company. Based on the above, the Board believes that each of Mr. Chan and Mr. Lu has the character, integrity and experience to fulfill the role of an independent non-executive Director and, if re-elected, will continue to make significant contribution to the Company.

Biographical details of the retiring Directors are set out in appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Unit 0906, 9th Floor, Tower B, Regent Centre, 70 Ta Chuen Ping Street, Kwai Chung, New Territories, Hong Kong on Wednesday, 26 August 2020 at 11 : 00 a.m. is set out on pages 17 to 22 of this circular for the purpose of considering and, if thought fit, passing with or without amendments to the resolutions set out therein.

- 6 -

LETTER FROM THE BOARD

For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 20 August 2020 to Wednesday, 26 August 2020, 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 of shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4 : 30 p.m. on Wednesday, 19 August 2020.

You will find enclosed a form of proxy for use at the Annual General Meeting. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof, should you so wish.

To the best of the knowledge and belief of the Directors having made reasonable enquiries, none of the Shareholders is required to abstain from voting at the Annual General Meeting under the Articles of Association and/or the Listing Rules.

PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING

Due to the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following precautionary measures at the Annual General Meeting against the epidemic to protect the Shareholders from the risk of infection:

  1. Seating at the venue of the Annual General Meeting (''Venue'') will be arranged so as to allow for appropriate social distancing. As a result, there will be limited capacity for Shareholders to attend the Annual General Meeting. The Company may limit the number of attendees at the Annual General Meeting as may be necessary to avoid over-crowding;
  2. At the entrance of the Venue, a compulsory body temperature check will be conducted on every person attending the Annual General Meeting. Any person with a body temperature of over 37.0 degrees Celsius, or any individual who has any flu-like symptoms or is otherwise unwell will not be admitted to the Venue;
  3. Every Shareholder or proxy is required to wear surgical facial mask at the Venue;
  4. Every Shareholder or proxy who has travelled from jurisdictions, which according to the Department of Health of Hong Kong would render such person subject to a quarantine order, within 14 days of the date of Annual General Meeting will not be admitted to the Venue;

- 7 -

LETTER FROM THE BOARD

  1. Any attendee who declines any of the abovementioned measures will be refused admission to the venue; and
  2. No corporate gift, food or beverages will be provided, and no drinking and eating will be allowed, at the Venue.

Shareholders are reminded that physical attendance at the Annual General Meeting is not necessary for the purpose of exercising Shareholder's voting rights. Shareholders, particularly any Shareholders who are themselves or have close contact with persons subject to quarantine in relation to COVID-19, are strongly encouraged to appoint the Chairman of the Annual General Meeting as his/her proxy to vote on the respective resolutions at the Annual General Meeting, instead of attending the Annual General Meeting in person.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice. Shareholders should check the Company's website (http://www.eaglenice.com.hk) for future announcements and updates on the Annual General Meeting arrangements.

RECOMMENDATION

The Directors believe that all resolutions as set out in the notice of the Annual General Meeting are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of such resolutions.

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

Yours faithfully,

For and on behalf of the Board

Chung Yuk Sing

Executive Director

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix includes an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Purchase Mandate proposed to be granted to the Directors.

1. STOCK EXCHANGE RULES FOR PURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed purchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be purchased must be fully paid up.

2. FUNDING OF PURCHASES

Any purchase will be made out of funds which are legally available for the purpose in accordance with the Articles of Association and the laws of the Cayman Islands. As compared with the financial position of the Company as at 31 March 2020 (being the date of its latest audited accounts), the Directors consider that there will not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed purchases were to be carried out in full during the proposed purchase period.

The Directors do not propose to exercise the Purchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing ratio which in the opinion of the Directors are from time to time appropriate for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 532,000,000 Shares. Subject to the passing of the proposed resolution for the grant of the Purchase Mandate at the Annual General Meeting and on the basis that no further Shares are issued or purchased by the Company between the Latest Practicable Date and the Annual General Meeting, the Company would be allowed to purchase a maximum of 53,200,000 Shares under the Purchase Mandate.

4. REASONS FOR PURCHASES

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

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Purchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the memorandum and articles of association of the Company.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a purchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert, depending on the level of increase of the shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As disclosed in the Great Pacific Subscription Circular, on the basis that each of Time Easy and Great Pacific would hold more than 20% of the issued share capital of the Company immediately following completion of the Great Pacific Subscription, then for the purposes of the Takeovers Code, each of them would be regarded as an associated company of the Company and would be presumed to be acting in concert with the other with respect to the control of the Company (the ''Concert Party Presumption''). Unless the Concert Party Presumption should be rebutted, for so long as the combined shareholding interest of Time Easy and Great Pacific should exceed 50% of the issued share capital of the Company, Time Easy and Great Pacific (acting jointly) would be free to acquire additional Shares without incurring any general offer obligation under the Takeovers Code. As disclosed in the Time Easy 2007 Placing Announcement, Time Easy's shareholding interest in the Company would be reduced to below 20% immediately following completion of the Maitex Transactions and accordingly, Time Easy would cease to be an associated company of the Company for the purposes of the Takeovers Code. As at the Latest Practicable Date, to the best of the knowledge of the Directors having made all reasonable enquiries, neither Time Easy nor Great Pacific had sought any ruling or confirmation from the Executive that the Concert Party Presumption had ceased to operate following completion of the Maitex Transactions and until such ruling or confirmation has been sought, the Directors (other than those who are or are presumed to be acting in concert with Time Easy or Great Pacific) will continue to treat Time Easy and Great Pacific as being parties acting in concert with each other for the purposes of the Takeovers Code. Nevertheless, the Directors (other than those who are or are presumed to be acting in concert with Time Easy or Great Pacific) emphasise that the foregoing view is theirs alone and does not in any way represent or reflect the position taken by Time Easy, Great Pacific or their respective parties acting in concert with any of them.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, Time Easy and Great Pacific were substantial shareholders of the Company holding approximately 13.66% and 36.09% of the issued share capital of the Company respectively. In the event that the Purchase Mandate is exercised in full and on the basis that the Concert Party Presumption remains operative, the combined shareholding interest of Time Easy and Great Pacific would be increased from approximately 49.75% to approximately 55.27% of the issued share capital of the Company and such increase may give rise to any general offer obligation under the Takeovers Code but it would not result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25% as required by Rule 8.08 of the Listing Rules. The Company shall comply with the Listing Rules and/or the Takeovers Code should the Purchase Mandate be exercised to such an extent that will result in a mandatory offer being triggered under the Takeovers Code. Save as aforesaid and as at the Latest Practicable Date, the Directors are not aware of any consequence which the exercise in full of the Purchase Mandate, if so approved at the Annual General Meeting, would have under the Takeovers Code.

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the Purchase Mandate is approved by the Shareholders, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make purchases of Shares.

8. SHARE PURCHASE MADE BY THE COMPANY

No purchase of Shares has been made by the Company in the preceding six months (whether on the Stock Exchange or otherwise) ending on the Latest Practicable Date.

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

9. SHARE PRICE

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

Price per Share

Highest

Lowest

HK$

HK$

2019

July

2.60

2.27

August

2.43

2.14

September

2.26

2.11

October

3.27

2.14

November

3.21

2.89

December

3.05

2.80

2020

January

3.03

2.73

February

2.88

2.64

March

2.89

1.85

April

2.40

2.10

May

2.38

2.01

June

2.72

2.19

July (up to and including the Latest Practicable Date)

2.91

2.64

- 12 -

APPENDIX II

PARTICULARS OF RETIRING DIRECTORS

The biographical and other details of the retiring Directors standing for re-election at the Annual General Meeting are set out below:

  1. Mr. Chen Hsiao Ying

Mr. Chen Hsiao Ying, aged 56, has been executive Director since October 2007 and Vice Chairman of the Board since August 2013. He was Chief Executive Officer of the Company from October 2007 to June 2013. Mr. Chen Hsiao Ying is also a director of other members of the Group. Since 1981, he had worked as the Factory Manager in a sportswear manufacturing and trading company in Taiwan prior to founding Actex Garment Co., Ltd., a company specializing in the manufacturing and trading of sportswear, in 1997. He has over 20 years of manufacturing and management experience in the garment industry. He is in charge of the corporate strategy, management, business development and manufacturing management of the Group.

As at the Latest Practicable Date, Mr. Chen Hsiao Ying had a personal interest in 33,436,800 Shares, representing approximately 6.29% of the existing issued Shares. Save as aforesaid, Mr. Chen Hsiao Ying does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chen Hsiao Ying had not held any directorship in any listed companies in the three years preceding the Latest Practicable Date. Other than being an executive Director and Vice Chairman of the Board, he is also a director of other members of the Group. Other than being a brother of Ms. Chen Li Ying, a senior management of the Company, Mr. Chen Hsiao Ying does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Chen Hsiao Ying has entered into a service contract with the Company under which he is not appointed for a specific term but is subject to retirement by rotation and re-election at the Annual General Meeting pursuant to the Articles of Association. For the year ended 31 March 2020, Mr. Chen Hsiao Ying received an emolument of HK$7,846,000 which was determined by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company.

(ii) Mr. Shih Chih-Hung (''Mr. Shih'')

Mr. Shih, aged 54, was appointed as an executive Director with effect from 1 April 2020. He joined Yue Yuen in 1991 and is currently one of the vice presidents and a director of certain subsidiaries of Yuen Yuen, responsible for the promulgation and implementation of administrative policies of Yue Yuen in Indonesia, Vietnam, Bangladesh, Cambodia and Myanmar. Mr. Shih graduated from Chung-Yuan University with a bachelor degree in accounting. Save as disclosed above, Mr. Shih does not hold any positions in other members of the Group and had not held any directorship in any listed companies in the three years preceding the Latest Practicable Date.

- 13 -

APPENDIX II

PARTICULARS OF RETIRING DIRECTORS

Other than being an executive Director, Mr. Shih does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Shih did not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Shih has entered into a service agreement with the Company with no specific term of appointment but he is subject to retirement by rotation and re-election pursuant to the Articles of Association. As Mr. Shih was appointed as an executive Director with effect from 1 April 2020, he did not receive any emolument for the year ended 31 March 2020 but he is entitled to an emolument of HK$289,640 per annum which was determined by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company.

(iii) Mr. Chan Cheuk Ho (''Mr. Chan'')

Mr. Chan, aged 53, is an independent non-executive Director. He obtained a master's degree in Business Administration from the University of Manchester in 2003 and is also a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Chan has more than 20 years of experience in accounting and finance. Other than being an independent non-executive Director, Mr. Chan does not currently hold any position in other members of the Company nor does he have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Save as disclosed herein, Mr. Chan had not held any directorship in other listed companies in the three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Chan did not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Chan has entered into a service contract for a term of 3 years unless terminated by the Company or Mr. Chan by giving three months' prior written notice, subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. For the year ended 31 March 2020, Mr. Chan received a director's fee of HK$157,000. Other than the director's fee, he is not entitled to any other payment or discretionary bonus. The amount of his remuneration is determined by the Remuneration Committee of the Company with reference to his experience, duties and time devoted to the Group and prevailing market conditions.

Mr. Chan was appointed as independent non-executive Director for more than nine years since November 2002. It is stipulated under Code A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules that having served the Company for more than nine years could be relevant to the determination of an independent non-executive director's independence and if an independent non-executive director has served more than nine years, his further appointment should be subject to a separate resolution to be approved by the Shareholders.

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APPENDIX II

PARTICULARS OF RETIRING DIRECTORS

The Company has received from Mr. Chan a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. Mr. Chan has not engaged in any executive management of the Group. Taking into consideration of the independent nature of his duties with the Company during the past years, the Directors consider Mr. Chan to be independent under the Listing Rules despite the fact that they have served the Company for more than nine years. Accordingly, Mr. Chan shall be subject to retirement by rotation and re-election by way of a separate resolution to be approved by the Shareholders at the Annual General Meeting.

(iv) Mr. Lu Chi Chant (''Mr. Lu'')

Mr. Lu, aged 68, has been appointed as an independent non-executive Director since February 2013. He is currently an independent director of Lealea Enterprise Co., Ltd. (stock code: 1444), Hannstar Board Corp. (stock code: 5469) and Global Brands Manufacture Ltd. (stock code: 6191), all listed on the Taiwan Stock Exchange. He is also an independent director of Nyquest Technology Co., Ltd. (stock code: 6494), a company listed on the Taiwan GreTai Securities Market. Mr. Lu has been an independent non-executive director of Natural Beauty Bio-Technology Limited (stock code: 00157), a company listed on the main board of the Stock Exchange since December 2015. He obtained a bachelor's degree in Mechanical Engineering from National Taiwan University in 1974 and passed the professional qualification examinations in Taiwan for certified public accountant in 1983 and for securities investment analyst in 1988. During the period from 1976 to 1984, Mr. Lu worked as a mechanical engineer in Formosa Plastics Corporation, a company established in Taiwan which is principally engaged in the manufacturing of plastic raw materials and products. He joined Deloitte & Touche Taiwan as an auditor in 1984 and became a partner there in 1986. Mr. Lu left Deloitte & Touche Taiwan in 2011.

Save as being an independent non-executive Director, Mr. Lu does not hold any positions in other members of the Group, nor does he have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. Save as disclosed herein, Mr. Lu had not held any directorship in any listed companies in the three years preceding the date of this announcement.

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APPENDIX II

PARTICULARS OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Lu did not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Lu has entered into a service agreement with the Company for a term of three years terminable by either the Company or Mr. Lu by giving three months' prior written notice and he is subject to retirement by rotation and re-election pursuant to the Articles of Association. For the year ended 31 March 2020, Mr. Lu received a director's fee of HK$157,000. Other than the director's fee, he is not entitled to any other payment or discretionary bonus. The amount of his remuneration is determined by the Remuneration Committee of the Company with reference to his experience, duties and time devoted to the Group and prevailing market conditions.

Save as disclosed above, there are no other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Chen Hsiao Ying, Mr. Shih, Mr. Chan and Mr. Lu at the Annual General Meeting.

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NOTICE OF ANNUAL GENERAL MEETING

Eagle Nice (International) Holdings Limited

鷹 美（ 國 際 ）控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02368)

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''Annual General Meeting'') of Eagle Nice (International) Holdings Limited (the ''Company'') will be held at Unit 0906, 9th Floor, Tower B, Regent Centre, 70 Ta Chuen Ping Street, Kwai Chung, New Territories, Hong Kong on Wednesday, 26 August 2020 at 11 : 00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To receive and consider the audited financial statements, the directors' report and the auditors' report for the year ended 31 March 2020.
  2. To declare a final dividend of HK9 cents per share for the year ended 31 March 2020.
  3. (a) To re-elect Mr. Chen Hsiao Ying as executive director of the Company;
    1. To re-elect Mr. Shih Chih-Hung as executive director of the Company;
    2. To re-elect Mr. Chan Cheuk Ho (who has served as an independent non-executive director for more than 9 years) as independent non-executive director of the Company;
    3. To re-elect Mr. Lu Chi Chant as independent non-executive director of the Company; and
    4. To authorise the board of directors of the Company to fix the directors' remuneration.
  5. To re-appoint Ernst & Young as auditors and to authorise the board of directors of the Company to fix their remuneration.
  • For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider as special business, and if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT:

  1. subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, notes, debentures and securities convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
  2. the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes, and debentures and securities convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;
  3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs
    1. and (B) of this resolution above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the articles of association of the Company, shall not in total exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution; and
  5. for the purposes of this resolution:

''Relevant Period'' means the period from the time of 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 by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or
  3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to overseas shareholders or fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).''

6. To consider as special business, and if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT:

  1. subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of The Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
  2. the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;
  3. the aggregate nominal amount of the shares purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not in total exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution; and
  4. for the purposes of this resolution:
    ''Relevant Period'' means the period from the time of 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 by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

  1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

7. To consider as special business, and if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT conditional upon the passing of the ordinary resolution nos.5 and 6 set out in the notice convening this meeting, the aggregate nominal amount of the share capital of the Company which are purchased by the Company pursuant to and in accordance with the said resolution no.6 shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with resolution no.5 as set out in the notice of the meeting of the Company.''

By Order of the Board

Eagle Nice (International) Holdings Limited

Woo Man Chi

Company Secretary

Hong Kong, 27 July 2020

Registered Office:

Head Office and Principal Place

Cricket Square

of Business in Hong Kong:

Hutchins Drive

Units 0902-0903 and 0905-0906

P.O. Box 2681

9th Floor, Tower B

Grand Cayman KY1-1111

Regent Centre

Cayman Islands

70 Ta Chuen Ping Street

Kwai Chung

New Territories

Hong Kong

Notes:

  1. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member. In addition, a proxy shall be entitled to exercise the same powers on behalf of a member which is a corporation and for which he acts as proxy as such member could exercise if it were an individual member.
  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

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NOTICE OF ANNUAL GENERAL MEETING

  1. The instrument appointing a proxy and 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 the branch share registrar and transfer office of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the Annual General Meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Annual General Meeting.
  2. For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 20 August 2020 to Wednesday, 26 August 2020, 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 of shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, on Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4 : 30 p.m. on Wednesday, 19 August 2020.
  3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register. Several executors or administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.
  4. Due to the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following precautionary measures at the Annual General Meeting against the epidemic to protect the Shareholders from the risk of infection:
    . Limitation on seating at the venue of the Annual General Meeting
    . Compulsory body temperature check
    . Wearing of surgical facial mask
    . No provision of corporate gift, food or beverages and disallowance of drinking and eating
    Attendees who do not comply with the precautionary measures or are subject to any Hong Kong Government prescribed quarantine may be denied entry into the Annual General Meeting venue.

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NOTICE OF ANNUAL GENERAL MEETING

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

7. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice. Shareholders should check the Company's website (http://www.eaglenice.com.hk) for future announcements and updates on the Annual General Meeting arrangements.

As at the date of this notice, the board of Directors comprised six executive Directors, namely, Mr. Chung Yuk Sing, Mr. Chen Hsiao Ying, Mr. Huang Yongbiao, Ms. Chen Fang Mei, Christina, Mr. Hu Dien Chien and Mr. Shih Chih-Hung and three independent non-executive Directors, namely, Mr. Chan Cheuk Ho, Mr. Lu Chi Chant and Ms. Tham Kit Wan.

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Eagle Nice (International) Holdings Ltd. published this content on 24 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 July 2020 09:15:12 UTC