PanAsialum : Announcements and Notices - Notice of Adjourned Annual General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

PanAsialum Holdings Company Limited 榮陽實業集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2078)

NOTICE OF ADJOURNED ANNUAL GENERAL MEETING

References are made to the circular and notice of the annual general meeting of PanAsialum Holdings Company Limited (the "Company") dated 6 December 2017 and the announcements of the Company dated 18 December 2017 and 8 January 2018 in respect of the adjourned annual general meeting of the Company scheduled to be held on Wednesday, 24 January 2018 at 3:00 p.m. at 31st Floor, Cambridge House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong.

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company to be convened on Wednesday, 10 January 2018 will, subject to approval by shareholders of the Company present at the aforesaid meeting, be adjourned and held at 31st Floor, Cambridge House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong on Wednesday, 24 January 2018 at 3:00 p.m., for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions (with or without modifications):

ORDINARY RESOLUTIONS

1.

To confirm and acknowledge this Annual General Meeting shall be treated as the annual general meeting of the Company for the years 2014, 2015 and 2016 required to be convened within the time period prescribed under article 56 of the articles of association of the Company (the "Articles") and that any failure and breach by the board of directors of the Company to convene the aforesaid annual general meetings in accordance with the Articles, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all applicable laws be and are hereby duly noted, confirmed and ratified.

• 2. To receive, consider and adopt the report of the directors of the Company (the "Directors"), the audited consolidated financial statements and the

• independent auditor's report for the year ended 30 September 2014.

• 3. To re-elect Ms. Shao Liyu, a retiring Director, as an executive Director with immediate effect.

• 4. To re-elect Mr. Chan Kai Lun Allan, a retiring Director, as an executive Director with immediate effect.

• 5. To re-elect Mr. Mar Selwyn, a retiring Director, as an independent non-executive Director with immediate effect.

• 6. To re-elect Mr. Leung Ka Tin, a retiring Director, as an independent non-executive Director with immediate effect.

• 7. To authorize the board of Directors to fix the remuneration of the Directors.

  8.

  • (i) To confirm the office of PricewaterhouseCoopers as the auditor of the Company since the last annual general meeting of the Company held on 29 January 2014 and until the conclusion of this annual general meeting; and

  • (ii) To appoint BDO Limited as the new auditor of the Company with effect from the conclusion of this annual general meeting and until the conclusion of the next annual general meeting for auditing the consolidated financial statements of the Company for the fifteen months ended 31 December 2016 and for the year ended 31 December 2017 subject to the board of Directors' approval on the remuneration of such auditor.

• 9. "THAT the Company be approved and authorized to send or supply corporate communications of the Company to shareholders by making them available on the Company's and The Stock Exchange of Hong Kong Limited's websites with effect from the date of passing this resolution."

10.

"THAT the postponement of (i) the adoption of the audited financial statements of the Company and the reports of Directors and the auditor of the Company for the year ended 30 September 2015 and for the fifteen months ended 31 December 2016, and (ii) the declaration of final dividends for the aforesaid financial years, if recommended by the Board, to the date of the next general meeting or annual general meeting to be determined by the Board as soon as practicable after the audited financial statements of the Company and the reports of Directors and the auditor of the Company for the year ended 30 September 2015 and for the fifteen months ended 31 December 2016 are completed, be and are hereby approved."

By order of the Board of

PanAsialum Holdings Company Limited

Cosimo Borrelli Non-Executive Chairman

Hong Kong, 10 January 2018

Notes:

• (1) Resolutions No. 8 and No. 10 have been revised as stated above. Please refer to the announcement of the Company dated 8 January 2018 for details.

• (2) Since the proposed Resolutions No. 8 and No. 10 set out in the proxy form (the "Initial Proxy Form") sent together with the Notice (the "Initial Notice") have been revised, a revised proxy form (the "Revised Proxy Form") for the adjourned annual general meeting of the Company (the "AGM") is sent together with this notice of adjourned AGM and the announcement of the Company dated 8 January 2018 to the shareholders of the Company (the "Shareholders").

• (3) Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a shareholder of the Company.

• (4) In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting (the "Closing Time").

• (5) Where there are jointed registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders be present in the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. And for the purpose seniority shall be determined by the order which name stand in the register of members in respect of the joint holdings.

• (6) A Shareholder who has not yet lodged the Initial Proxy Form with the Share Registrar is requested to lodge the Revised Proxy Form if he/she wishes to appoint another person as his/her proxy to attend and vote at the AGM on his/her behalf. In this case, the Initial Proxy Form should not be lodged with the Share Registrar.

• (7) A Shareholder who has already lodged the Initial Proxy Form with the Share Registrar should note that:

  • (i) if no Revised Proxy Form is lodged with the Share Registrar before the Closing Time, the Initial Proxy Form will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the Initial Proxy Form, and in respect of the proposed resolutions no. 8 and no. 10 as set out in this adjourned AGM notice, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolutions.

  • (ii) if the Revised Proxy Form is lodged with the Share Registrar before the Closing Time, the Revised Proxy Form will revoke and supersede the Initial Proxy Form previously lodged by him/her. The Revised Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

  • (iii) if the Revised Proxy Form is lodged with the Share Registrar after the Closing Time, the Revised Proxy Form will be deemed invalid. The Initial Proxy Form will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the Initial Proxy Form, and in respect of the proposed resolutions no. 8 and no. 10 as set out in this Adjourned AGM notice, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolutions. Accordingly, Shareholders are advised not to lodge the Revised Proxy Form after the Closing Time. If such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.

• (8) Delivery of a proxy form shall not preclude a member from attending and voting in person at the meeting and in such event, the proxy form shall be deemed to be revoked.

As at the date of this notice, the executive directors of the Company are Ms. Shao Liyu, Mr. Zhu Hongtao and Mr. Chan Kai Lun Allan; the non-executive directors of the Company are Mr. Cosimo Borrelli and Ms. Chi Lai Man Jocelyn; and the independent non-executive directors of the Company are Mr. Mar Selwyn, Mr. Chan Kai Nang and Mr. Leung Ka Tin.