Louis XIII Holdings Limited 路易十三集團有限公司 · 7/10/2015 · Walter Craig Power (Chief Executive Officer) Bermuda Independent Non-Executive Directors: Principal Place

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

10 July 2015

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.

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should

consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional

adviser.

If you have sold or transferred all your securities in Louis XIII Holdings Limited (the “Company”),

you should at once hand this circular and the accompanying form of proxy to the purchaser or the

transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or

transfer was effected for transmission to the purchaser or the transferee.

Louis XIII Holdings Limited路易十三集團有限公司 *

(Incorporated in Bermuda with limited liability)(Stock code: 577)

RE-ELECTION OF RETIRING DIRECTORS,GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,ADOPTION OF NEW SHARE OPTION SCHEME,

AMENDMENTS TO THE BYE-LAWSAND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Small Connaught Room, 1st

Floor, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Tuesday, 11 August

2015 at 10:30 a.m. is set out on pages 21 to 28 of this circular. If you are not able to attend the meeting,

you are requested to complete the accompanying form of proxy in accordance with the instructions

printed thereon and return it to the principal place of business of the Company in Hong Kong at 2901

AIA Central, 1 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48

hours before the time appointed for holding of the meeting. Completion and return of the form of proxy

will not preclude you from attending and voting in person at the meeting or any adjournment thereof

should you so wish.

* For identification purpose only

CONTENTS

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Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

General Mandates to Issue Shares and to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . 4

Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Appendix I – Particulars of Retiring Directors Standing for Re-election . . . . . . . . . . . . . . . . 9

Appendix II – Explanatory Statement on Securities Repurchase Mandate . . . . . . . . . . . . . . . 12

Appendix III – Summary of the Rules of the New Share Option Scheme . . . . . . . . . . . . . . . . . 15

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

DEFINITIONS

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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 Small

Connaught Room, 1st Floor, Mandarin Oriental, Hong Kong, 5

Connaught Road, Central, Hong Kong on Tuesday, 11 August

2015 at 10:30 a.m., notice of which is set out on pages 21 to 28 of

this circular

“associate(s)” has the meaning ascribed thereto under the Listing Rules

“Board” the board of Directors

“Bye-laws” the bye-laws of the Company

“close associate(s)” has the meaning ascribed thereto under the Listing Rules

“connected person(s)” has the meaning ascribed thereto under the Listing Rules

“Company” Louis XIII Holdings Limited, a company incorporated in Bermuda

with limited liability, the shares of which are listed on the Stock

Exchange

“core connected person(s)” has the meaning ascribed thereto under the Listing Rules

“Director(s)” director(s) of the Company

“Eligible Person” any employee (whether full time or part time), executives or

officers, directors (including executive, non-executive and

independent non-executive directors) of any member of the Group

or any Invested Entity and any consultant, adviser or agent of

any member of the Group or any Invested Entity, who, in the

sole discretion of the Board or its authorised committee, have

contributed or will contribute to the growth and development of

the Group or any Invested Entity

“Existing Share Option Scheme” the existing share option scheme of the Company adopted on 7

September 2005

“General Mandates” the Issue Mandate and Securities Repurchase Mandate to be

sought at the Annual General Meeting

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” Hong Kong Special Administrative Region of the People’s

Republic of China

DEFINITIONS

2

“Invested Entity” any entity in which the Group holds an equity interest

“Issue Mandate” the proposed general mandate to be granted to the Directors

to exercise all the powers of the Company to allot, issue and

otherwise deal with new Shares not exceeding 20% of the number

of issued Shares as at the date of the passing of the resolution

approving the said mandate

“Latest Practicable Date” 8 July 2015, being the latest practicable date for ascertaining

certain information in this circular prior to its publication

“Listing Rules” the Rules Governing the Listing of Securities on the Stock

Exchange

“Scheme Mandate Limit” the maximum number of Shares which may be issued upon the

exercise of all the share options to be granted under the New

Share Option Scheme and the Existing Share Option Scheme

which initially shall not in aggregate exceed 10% of the number

of issued Shares as at the date of the passing of the resolution by

the Shareholders approving the New Share Option Scheme and

thereafter, if refreshed, shall not exceed 10% of the number of

issued Shares as at the date of approval of the refreshed limit by

the Shareholders

“Securities Repurchase Mandate” the proposed new general mandate to be sought at the Annual

General Meeting, to authorise the Directors to exercise the powers

of the Company to repurchase Shares in the manner as set out in

the notice of the Annual General Meeting

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong)

“New Share Option Scheme” the share option scheme of the Company proposed to be adopted

at the Annual General Meeting, a summary of the terms of which

is set out in Appendix III to this circular

“Share(s)” ordinary share(s) of HK$2.00 each in the Share Capital

“Share Capital” the aggregate nominal amount of the share capital of the Company

“Shareholder(s)” holder(s) of Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” The Hong Kong Code on Takeovers and Mergers

LETTER FROM THE BOARD

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Executive Directors: Registered Office:

Stephen Hung (Joint Chairman) Clarendon House

Peter Lee Coker Jr. (Joint Chairman) 2 Church Street

Lau Ko Yuen, Tom (Deputy Chairman) Hamilton HM 11

Walter Craig Power (Chief Executive Officer) Bermuda

Independent Non-Executive Directors: Principal Place of Business

James Chiu, OBE, JP in Hong Kong:

Lee Chack Fan, GBS, SBS, JP 2901 AIA Central

Iain Ferguson Bruce 1 Connaught Road Central

Francis Goutenmacher Hong Kong

Chan Kok Chung, Johnny

10 July 2015

To the Shareholders, and for information,

the holders of convertible bonds of the Company

Dear Sir or Madam

RE-ELECTION OF RETIRING DIRECTORS,GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,ADOPTION OF NEW SHARE OPTION SCHEME,

AMENDMENTS TO THE BYE-LAWSAND


INTRODUCTION

The purpose of this circular is, inter alia, to provide Shareholders with details regarding (a)

re-election of the retiring Directors; (b) proposed grant of the General Mandates and the extension of the

Issue Mandate; (c) proposed adoption of New Share Option Scheme; and (d) proposed amendments to the

Bye-laws.



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RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-law 86(2) of the Bye-laws, Mr Chan Kok Chung, Johnny, who was

appointed on 21 November 2014, will hold office until the Annual General Meeting. In addition, in

accordance with Bye-laws 87(1) and 87(2) of the Bye-laws, Mr Stephen Hung, Professor Lee Chack

Fan and Mr Francis Goutenmacher will retire from office by rotation at the Annual General Meeting.

All retiring Directors, being eligible for re-election, will offer themselves for re-election at the Annual

General Meeting. Brief biographical and other details of the retiring Directors offering themselves for

re-election which are required to be disclosed under the Listing Rules are set out in Appendix I to this

circular.

Pursuant to paragraph A.4.3 of the Corporate Governance Code set out in Appendix 14 of the

Listing Rules, any further appointment of an independent non-executive director who has served on the

board of directors in excess of nine years should be subject to a separate resolution to be approved by

the shareholders. Professor Lee Chack Fan, being an Independent Non-Executive Director eligible for

re-election at the Annual General Meeting, has served on the Board as an Independent Non-Executive

Director for more than nine years. He has provided his annual confirmation of independence to the

Company pursuant to Rule 3.13 of the Listing Rules. During his years of service, Professor Lee has not

been involved in the daily management of the Company nor in any relationships which would interfere

with his independent judgment, and he has demonstrated his ability to provide an independent, balanced

and objective view to the Company’s affairs. The Company is of the view that Professor Lee meets

the independent guidelines set out in Rule 3.13 of the Listing Rules and is regarded as independent in

accordance with the terms of the guidelines. Notwithstanding the length of his service, the Company

believes that Professor Lee’s valuable knowledge and experience in the Group’s business and his general

business acumen will continue to benefit the Company and the Shareholders as a whole. The Directors,

therefore, recommend Professor Lee for re-election at the Annual General Meeting.

In addition, each of Mr Francis Goutenmacher and Mr Chan Kok Chung, Johnny, being

Independent Non-Executive Directors eligible for re-election at the Annual General Meeting, have given

an annual confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. The

Company is of the view that Mr Goutenmacher and Mr Chan meet the independent guidelines set out in

Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines.

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 24 September 2014, general mandates

were granted to the Directors authorising them, inter alia, (a) to exercise the powers of the Company to

allot and issue Shares not exceeding 20% of the issued Share Capital as at 24 September 2014; (b) to

exercise the powers of the Company to repurchase Shares not exceeding 10% of the issued Share Capital

as at 24 September 2014; and (c) to extend the general mandate to issue Shares by the number of Shares

purchased under the repurchase mandate mentioned in (b) above. Such general mandates will expire at the

conclusion of the Annual General Meeting. Ordinary resolutions will be proposed at the Annual General

Meeting to grant to the Directors new general mandates authorising them, inter alia, (a) to exercise the


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powers of the Company to allot and issue Shares not exceeding 20% of the number of issued Shares as at

the date of the passing of such resolution; (b) to exercise the powers of the Company to repurchase Shares

not exceeding 10% of the number of issued Shares as at the date of the passing of such resolution; and

(c) to extend the general mandate to issue Shares by the number of Shares purchased under the Securities

Repurchase Mandate.

Assuming no further issue or repurchase of Shares between the Latest Practicable Date and the date

of the Annual General Meeting, upon the passing of the ordinary resolutions to approve the grant of the

General Mandates at the Annual General Meeting, the Directors would be allowed to allot and issue up to

184,173,402 Shares and to repurchase up to 92,086,701 Shares.

The Directors believe that it is in the interests of the Company and the Shareholders as a whole

if the General Mandates are granted at the Annual General Meeting. The Issue Mandate provides

the Directors with flexibility to issue Shares especially in the context of a fund raising exercise or a

transaction involving an acquisition by the Group where Shares are to be issued as consideration and

which has to be completed speedily. However, as at the Latest Practicable Date, the Directors, in the event

that the Issue Mandate is approved by the Shareholders, have no present intention of any acquisition by

the Company nor any present plan for raising capital by issuing new Shares under the proposed Issue

Mandate.

An explanatory statement providing all the information required under the Listing Rules concerning

the Securities Repurchase Mandate is set out in Appendix II to this circular.

ADOPTION OF NEW SHARE OPTION SCHEME

As the Existing Share Option Scheme will expire on 7 September 2015, the Directors proposed to

adopt the New Share Option Scheme.

Upon adoption of the New Share Option Scheme at the Annual General Meeting, no further options

may be offered under the Existing Share Option Scheme but the Existing Share Option Scheme will in

other respects remain in force to the extent necessary to give effect to the exercise of the outstanding

options granted thereunder (the “Existing Options”). The Existing Options will continue to be valid

and exercisable in accordance with the terms of the Existing Share Option Scheme. As at the Latest

Practicable Date, there were 27,747,000 Existing Options at exercise prices of HK$6.80 per Share (as

to 26,658,000 options), HK$6.90 per Share (at to 688,000 options), HK$8.10 per Share (as to 289,000

options) and HK$8.592 per Share (as to 112,000 options). A total of 27,747,000 Shares may be issued

upon exercise in full of the Existing Options, representing approximately 3.01% of the Shares in issue

as at the Latest Practicable Date. Other than the Existing Share Option Scheme, the Company did not

maintain any other share option scheme as at the Latest Practicable Date.

The purpose of the New Share Option Scheme is to provide incentive or reward to Eligible Persons

for their contribution to, and continuing efforts to promote the interests of, the Group and/or any Invested

Entity(ies). The principal terms of the New Share Option Scheme are set out in Appendix III to this

circular.


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The adoption of the New Share Option Scheme is conditional upon:

(1) the passing of an ordinary resolution by the Shareholders to approve and adopt the New

Share Option Scheme; and

(2) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal

in, the Shares falling to be issued upon the exercise of options granted under the New Share

Option Scheme (“Options”).

Assuming that the New Share Option Scheme has been adopted at the Annual General Meeting, the

maximum number of Shares which may be allotted and issued upon exercise of all outstanding options

granted under the New Share Option Scheme and the Existing Share Option Scheme may represent up

to 10% of the number of issued Shares on the date of approval of the New Share Option Scheme by the

Shareholders at the Annual General Meeting, and such maximum number may however be refreshed as

detailed in Appendix III to this circular.

As at the Latest Practicable Date, the total number of issued Shares was 920,867,010. Assuming

that no Shares are issued or repurchased by the Company between the Latest Practicable Date and the date

of the Annual General Meeting, the Scheme Mandate Limit will be 92,086,701 Shares, representing 10%

of the number of issued Shares as at the date of passing the ordinary resolution approving and adopting

the New Share Option Scheme. Options to subscribe for up to 92,086,701 Shares will be available to be

granted by the Directors under the New Share Option Scheme and the Existing Share Option Scheme.

None of the Directors is a trustee of the New Share Option Scheme or has a direct or indirect interest in

such trustee (if any) of the New Share Option Scheme.

The New Share Option Scheme does not contain any specific requirements for the minimum period

which an Option must be held before exercise or for performance targets applicable to the Options. The

Directors have retained the flexibility to impose such conditions as and when they consider appropriate.

The Directors also believe that the formulation in the New Share Option Scheme for setting the minimum

subscription price for the Shares will serve to protect the value of the Company as well as to achieve the

purpose of the New Share Option Scheme.

The Directors have considered and agreed that the New Share Option Scheme would enable the

Company to offer the Eligible Persons to acquire equity interest in the Company as an incentive or reward

for their contribution to, and continuing efforts to promote the interests of, the Group and/or any Invested

Entity(ies).

The Directors consider that it is not appropriate to state the value of all the Options that can be

granted under the New Share Option Scheme as if they had been granted on the Latest Practicable Date

prior to the approval of the New Share Option Scheme given that the variables such as the subscription

price, exercise period, interest rate, expected volatility and other relevant variables are not available for

calculating the value of the Options. The Directors believe that any calculation of the value of the Options

as at the Latest Practicable Date based on a number of speculative assumptions will not be meaningful to

the Shareholders in the circumstances.


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Copy of the rules of the New Share Option Scheme will be available for inspection at the principal

place of business of the Company in Hong Kong at 2901 AIA Central, 1 Connaught Road Central, Hong

Kong from 9:00 a.m. to 5:00 p.m. on any weekday (Saturdays and public holidays excepted) for the

period from the date of this circular until the date of the Annual General Meeting. Such copy will also be

available for inspection at the Annual General Meeting.

AMENDMENTS TO THE BYE-LAWS

Due to recent changes of the Listing Rules, the Company proposes to put forward to the

Shareholders for approval at the Annual General Meeting a special resolution to amend the Bye-laws. The

proposal of such amendments are (apart from correcting a typographical error) as follows:

(a) to change the words “associate(s)” in the Bye-laws to “close associate(s)”, and to add the

definition of “close associate”; and

(b) to amend the notice periods for general meetings to bring them in line with the requirement

of the Listing Rules.

Details of all proposed amendments to the Bye-laws are set out in resolution no. 5 of the notice of

Annual General Meeting contained in this circular.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting is set out on pages 21 to 28 of this circular at

which resolutions will be proposed, inter alia, to approve the re-election of retiring Directors, the grant of

the General Mandates, the extension of the Issue Mandate, the adoption of the New Share Option Scheme

and the amendments to the Bye-laws.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must

be taken by poll. The Chairman of the Annual General Meeting will therefore put each of the resolutions

to be proposed at the Annual General Meeting to be voted by way of a poll pursuant to Bye-law 66 of the

Bye-laws.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. If you do

not intend to attend the meeting, you are requested to complete the form of proxy in accordance with the

instructions printed thereon and return it to the principal place of business of the Company in Hong Kong

at 2901 AIA Central, 1 Connaught Road Central, Hong Kong as soon as possible and in any event not less

than 48 hours before the time appointed for the holding of the 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.

As at the Latest Practicable Date, no Shareholder had a material interest in the resolutions to be

proposed at the Annual General Meeting. As such, no Shareholder is required under the Listing Rules to

abstain from voting on the resolutions at the Annual General Meeting.


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RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility,

includes particulars given in compliance with the Listing Rules for the purpose of giving information

with regard to the Company. The Director, having made all reasonable enquiries, confirm that to the best

of their knowledge and belief the information contained in this circular is accurate and complete in all

material respects and not misleading or deceptive, and there are no other matters the omission of which

would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the re-election of retiring Directors, the grant of General Mandates, the

extension of the Issue Mandate, the adoption of the New Share Option Scheme and the amendments to

the Bye-laws are in the best interest of the Company and the Shareholders as a whole and recommend the

Shareholders to vote in favour of all resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board of

Louis XIII Holdings LimitedStephen Hung and Peter Lee Coker Jr.

Joint Chairmen

APPENDIX I PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

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The biographical and other details of the retiring Directors standing for re-election at the Annual

General Meeting are set out below:

Stephen Hung, aged 56, has been the Joint Chairman (Executive Director) of the Company since

February 2013. He is also the Chairman of the Executive Committee of the Company, and a member of the

Nomination Committee and Finance and Investment Committee of the Company, and a director of various

subsidiaries of the Company. He has over 32 years of experience in the finance and investment industries.

He is the Chairman of The Taipan Investment Group and the Vice Chairman of Rio Entertainment Group,

which operates the Rio Hotel & Casino through its affiliates in Macau. Mr Hung was formerly co-head

of investment banking for Asia at Merrill Lynch and subsequently formed his own investment banking

firm, Amida Capital Limited in 1992. From 2000 to 2002, Mr Hung served as the Vice Chairman of

eSun Holdings Limited (0571.HK). From 2000 to 2004, he also served as a non-executive director of

AcrossAsia Limited (8061.HK). Mr Hung graduated from University of Southern California, Los Angeles

with a master’s degree in business administration in 1981.

Save as disclosed above, Mr Hung did not hold (i) any position with the Company or any of its

subsidiaries, (ii) any directorship in the last three years in public companies, the securities of which are

listed on any securities market in Hong Kong or overseas, and (iii) any other major appointment and

professional qualification. He has an interest in 3,600,000 Existing Options granted under the Existing

Share Option Scheme which entitled him to subscribe for a total of 3,600,000 Shares upon exercise in

full at an exercise price of HK$6.80 per Share from 12 July 2013 to 11 July 2017, subject to the vesting

conditions. Other than disclosed above, Mr Hung does not have any interest in any shares or underlying

shares of the Company required to be disclosed pursuant to Part XV of the SFO nor does he have any

relationship with any other directors, senior management or substantial shareholder or controlling

shareholder of the Company. He has entered into a service contract with the Group. Subject to the Bye-

laws, his maximum term of engagement is up to the conclusion of the third annual general meeting of the

Company from the date of his last re-election. Mr Hung is entitled to receive (a) director’s fee, currently

being HK$330,750 per annum; (b) bonus payment; and (c) personal allowance, as determined by the

Board or its delegated committee pursuant to the authority given by the Shareholders at the Company’s

general meetings with reference to the prevailing market conditions. No bonus payments or personal

allowances have been given to Mr Hung by the Group between February 2013 and the Latest Practicable

Date.

Save as disclosed above, there are no matters concerning Mr Hung that need to be brought to

the attention of the Shareholders and there is no information that needs to be disclosed pursuant to the

requirements of Rule 13.51(2) of the Listing Rules.

Lee Chack Fan, GBS, SBS, JP, aged 70, has been an Independent Non-Executive Director of the

Company since January 2005. He is also the Chairman of the Nomination Committee of the Company, and

a member of the Audit Committee, Remuneration Committee and PYE Committee of the Company. He

is also an independent non-executive director of a subsidiary of the Company. Professor Lee is the chair

professor of geotechnical engineering and director of the School of Professional and Continuing Education

of the University of Hong Kong. He is also an academician of Chinese Academy of Engineering. Professor

Lee graduated from The University of Hong Kong in 1968 and subsequently received his master’s degree

from the University of Hong Kong in 1970 and a Ph.D. from the University of Western Ontario, Canada

in 1972. Professor Lee is an internationally renowned expert in geotechnical engineering. He worked for


10

Ontario Hydro in Canada for some 20 years before he joined his alma mater in 1994. He has participated

in the design of many massive dams and nuclear power stations. He has served as a specialist consultant

or an advisor to many international bodies such as the United Nations Development Plan, World Bank,

Asian Development Bank, etc. on numerous energy and infrastructure projects in many parts of the world.

Professor Lee’s eminent achievement in civil engineering has been highly recognized; he was awarded

the KY Lo Medal in 2000 by the Engineering Institute of Canada and was elected the academician of

the Chinese Academy of Engineering in 2003 in recognition of his contributions to the engineering

profession. He has been appointed as Justice of the Peace by the Hong Kong Special Administration

Region Government in July 2003, and he has been awarded the Silver Bauhinia Star and Gold Bauhinia

Star in July 2005 and July 2013 respectively.

Professor Lee is currently the Chairman of Hong Kong Institute for Promotion of Chinese

Culture, member of the Commission on Strategic Development, and the President of the Fu Hui Charity

Foundation.

Save as disclosed above, Professor Lee did not hold (i) any position with the Company or any of

its subsidiaries, (ii) any directorship in the last three years in public companies, the securities of which

are listed on any securities market in Hong Kong or overseas, and (iii) any other major appointment and

professional qualification. He has an interest in 360,000 Existing Options granted under the Existing Share

Option Scheme which entitled him to subscribe for a total of 360,000 Shares upon exercise in full at an

exercise price of HK$6.80 per Share from 12 July 2013 to 11 July 2017, subject to the vesting conditions.

Other than disclosed above, Professor Lee does not have any interest in any shares or underlying shares of

the Company required to be disclosed pursuant to Part XV of the SFO nor does he have any relationship

with any other directors, senior management or substantial shareholder or controlling shareholder of the

Company. He has not entered into a service contract with the Company or its subsidiaries. Subject to the

Bye-laws, his maximum term of engagement is up to the conclusion of the third annual general meeting of

the Company from the date of his last re-election. Professor Lee receives a director’s fee, currently being

HK$886,410 per annum, as determined by the Board pursuant to the authority given by the Shareholders

at the Company’s general meetings and with reference to the prevailing market conditions.

Save as disclosed above, there are no matters concerning Professor Lee that need to be brought to

the attention of the Shareholders and there is no information that needs to be disclosed pursuant to the

requirements of Rule 13.51(2) of the Listing Rules.

Francis Goutenmacher, aged 73, has been an Independent Non-Executive Director of the

Company since February 2013. He is also a member of the Audit Committee and Nomination Committee

of the Company. Mr Goutenmacher has been with Richemont Luxury Group, S.A. (“Richemont”), one of

the world leading luxury goods groups, for over 30 years. He has been the managing director and chief

executive officer of several prestigious brands, like Cartier and Piaget, encompassed by Richemont. After

retiring as the regional chief executive of Richemont Asia Pacific Limited, Mr. Goutenmacher is now

running a marketing consultancy firm, Gouten Consulting Limited, and is a director of this consultancy

company. Mr Goutenmacher holds a Bachelor’s degree from Ecole Nationale des Arts Decoratifs in Paris,

France. He is an independent non-executive director of I.T Limited (0999.HK) and Natural Beauty Bio-

Technology Limited (0157.HK).


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Save as disclosed above, Mr Goutenmacher did not hold (i) any position with the Company or any of its subsidiaries, (ii) any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, and (iii) any other major appointment and professional qualification. He has an interest in 360,000 Existing Options granted under the Existing Share Option Scheme which entitled him to subscribe for a total of 360,000 Shares upon exercise in full at an exercise price of HK$6.80 per Share from 12 July 2013 to 11 July 2017, subject to the vesting conditions. Other than disclosed above, Mr Goutenmacher does not have any interest in any shares or underlying shares of the Company required to be disclosed pursuant to Part XV of the SFO nor does he have any relationship with any other directors, senior management or substantial shareholder or controlling shareholder of the Company. He has not entered into a service contract with the Company or its subsidiaries. Subject to the Bye-laws, his maximum term of engagement is up to the conclusion of the third annual general meeting of the Company from the date of his last re-election. Mr Goutenmacher receives a director’s fee, currently being HK$1,278,900 per annum, as determined by the Board pursuant to the authority given by the Shareholders at the Company’s general meetings and with reference to the prevailing market conditions.

Save as disclosed above, there are no matters concerning Mr Goutenmacher that need to be brought to the attention of the Shareholders and there is no information that needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Mr Chan Kok Chung, Johnny, aged 55, has been an Independent Non-Executive Director of the Company since November 2014. He is also a member of the Audit Committee of the Company. Mr Chan has over 30 years of experience in investment banking and investment management industry. He is a co-founder of Crosby Capital Limited, and the Chairman and Chief Executive Officer of Crosby Asset Management (Hong Kong) Limited, a regulated entity of the Hong Kong Securities and Futures Commission. Mr Chan is the President of the Hong Kong Venture Capital and Private Equity Association. He is also the Secretary General of the Asia Venture Capital and Private Equity Council. Mr Chan is a member of the Innovation and Technology Commission, the Steering Committee of the Asian Financial Forum of Hong Kong Trade Development Council and the Development Board of the Chinese International School. He is a member of the Choate Rosemary Hall Parent Advisory Council. He is a director of Repton International (Asia Pacific) Limited. Mr. Chan holds a Master of Business Administration degree from City University Business School in the United Kingdom, a postgraduate diploma from The Securities Institute of Australia and a Bachelor of Arts (Hons) degree in Economics from the London Metropolitan University.

Mr Chan was an Executive Director (from 2000 to 2008 and from 2010 to 2013) and a Non-Executive Director (from 2008 to 2010) of Crosby Capital Limited (8088.HK). Save as disclosed above, Mr Chan did not hold (i) any position with the Company or any of its subsidiaries, (ii) any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, and (iii) any other major appointment and professional qualification. Mr Chan does not have any interest in any shares or underlying shares of the Company required to be disclosed pursuant to Part XV of the SFO nor does he have any relationship with any other directors, senior management or substantial shareholder or controlling shareholder of the Company. Mr Chan has not entered into any service contract with the Company or its subsidiaries. Subject to the Bye-laws, his maximum term of engagement is up to the conclusion of the third annual general meeting of the Company from the date of his last re-election. He receives a director’s fee, currently being HK$420,000 per annum, as determined by the Board pursuant to the authority given by the Shareholders at the Company’s general meetings and with reference to the prevailing market conditions.

Save as disclosed above, there are no other matters concerning Mr Chan that need to be brought to the attention of the Shareholders and there is no information that needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

APPENDIX II EXPLANATORY STATEMENT ON SECURITIES REPURCHASE MANDATE

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This is an explanatory statement relating to the ordinary resolution authorising the Company to

repurchase its own Shares proposed to be passed by the Shareholders at the Annual General Meeting.

This explanatory statement contains a summary of the information required pursuant to Rule 10.06

of the Listing Rules which is set out as follows:

Share Capital

• As at theLatest PracticableDate, therewere in issue a total of 920,867,010Shares, all of

which are fully paid;

• Assuming thatno furtherSharesare issuedor repurchasedafter theLatestPracticableDate

and before the date of the Annual General Meeting, there will be 920,867,010 Shares in

issue as at the date of the Annual General Meeting, and exercise in full of the Securities

Repurchase Mandate would result in a maximum of 92,086,701 Shares being repurchased by

the Company during the relevant period referred to in ordinary resolution numbered 4(B) of

the notice of the Annual General Meeting;

Reasons for repurchases

• TheDirectors believe that it is in the best interests of the Company and the Shareholders

as a whole for the Directors to have a general authority from the Shareholders to enable

the Directors to purchase the Shares on the market. Such repurchases may, depending on

market conditions and funding arrangements at the time, lead to an enhancement of the

net asset value per Share and/or earnings per Share and will benefit the Company and the

Shareholders;

Funding of repurchases

• The repurchase of Shares shall be made with funds legally available for such purpose in

accordance with the Company’s memorandum of association and the Bye-laws and the

applicable laws of Bermuda. Under Bermuda law, repurchases may only be effected out

of the capital paid up on the purchased Shares or out of funds of the Company otherwise

available for dividend or distribution or out of the proceeds of a fresh issue of Shares made

for the purpose. Any premium payable on a purchase over the par value of the Shares to

be purchased must be provided for out of funds of the Company otherwise available for

dividend or distribution or out of the Company’s share premium account before the Shares

are repurchased. It is envisaged that the funds required for any repurchase would be derived

from such sources;


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• By reference to the financialpositionof theCompanyasat31March2015 (being thedate

of the Company’s latest audited accounts), the Directors consider that the repurchases of

securities will have no material adverse impact on the working capital and the gearing

position of the Company in the event that the Securities Repurchase Mandate were to be

exercised in full during the proposed repurchase period. The Directors do not propose to

exercise the Securities Repurchase Mandate to such an 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;

Directors, their close associates and core connected persons

• None of the Directors or, to the best of their knowledge having made all reasonable

enquiries, any of their respective close associates has any present intention, in the event that

the Securities Repurchase Mandate is approved by the Shareholders, to sell Shares to the

Company;

• No core connected person has notified theCompany that he has a present intention to sell

Shares to the Company, or has undertaken not to do so, in the event that the Securities

Repurchase Mandate were approved by the Shareholders;

Undertaking of the Directors

• The Directors have undertaken to the Stock Exchange that, so far as the same may be

applicable, they will exercise the Securities Repurchase Mandate in accordance with the

Listing Rules, the Bye-laws and the applicable laws of Bermuda; and

Share repurchase made by the Company

• TheCompanyhadnotpurchasedanyShares,whetherontheStockExchangeorotherwise,in

the six months preceding the Latest Practicable Date.

GENERAL

If as a result of a repurchase 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 shareholders’ 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.


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As at the Latest Practicable Date, (i) Deutsche Bank Aktiengesellschaft (“Deutsche Bank”)

(directly and indirectly), held approximately 15.00% of the issued Shares in aggregate; (ii) Janus Capital

Management LLC (“Janus”) held approximately 12.42% of the issued Shares; and (iii) Advance Tech

Limited (“Advance Tech”), which was wholly owned by ITC Properties Group Limited (“ITCP”), held

approximately 10.15% of the issued Shares. On the basis that no further Shares are issued or repurchased

and in the event that the Securities Repurchase Mandate is exercised in full and that there is no change in

the shareholdings of Deutsche Bank, Janus and Advance Tech/ITCP in the Company, the shareholdings of

Deutsche Bank, Janus and Advance Tech/ITCP would be increased to approximately 16.66%, 13.80% and

11.28% of the issued Shares respectively, on exercise in full of the Repurchase Mandate. Therefore, no

obligation to make a general offer to Shareholders under Rule 26 of the Takeovers Code would arise.

PRICES OF THE SHARES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each

of the previous twelve months preceding the Latest Practicable Date were as follows:

Shares Highest Lowest HK$ HK$

2014July 6.91 5.78

August 5.95 5.26

September 5.76 3.79

October 4.83 3.89

November 4.60 3.44

December 3.77 2.96

2015January 4.02 3.30

February 3.50 3.02

March 3.18 2.90

April 3.03 2.75

May 3.30 2.52

June 3.65 2.83

July (up to the Latest Practicable Date) 3.09 2.24

APPENDIX III SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

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The following is a summary of the rules of the New Share Option Scheme:

PURPOSE OF THE SCHEME

The purpose of the New Share Option Scheme is to provide incentive or reward to Eligible Persons for their contribution to, and continuing efforts to promote the interests of, the Company.

WHO MAY JOIN AND BASIS OF ELIGIBILITY

The Board or its authorised committee may in its absolute discretion grant Options to any Eligible Person. The basis of eligibility of each Eligible Person will be determined by the Board or its authorised committee from time to time on the basis of his contribution or potential contribution to the development and growth of the Group or the Invested Entity.

PRICE OF SHARES

Options may be granted at an initial payment of HK$1.00 for each acceptance of grant of Option(s) and can be exercised at a subscription price determined by the Board or its authorised committee in its absolute discretion (subject to adjustments as provided in the rules of the New Share Option Scheme) which shall be in any case at least the higher of the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date on which Options are granted, which must be a business day; (ii) the average of the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the 5 business days immediately preceding the date on which Options are granted; and (iii) the nominal value of a Share. Without prejudice to the generality of the foregoing, the Board or its authorised committee may grant Options in respect of which the subscription price is fixed at different prices for different periods during the period for the exercise of Options.

MAXIMUM NUMBER OF SHARES

The maximum number of Shares in respect of which options may be granted under the New Share Option Scheme and the Existing Share Option Scheme shall not exceed the Scheme Mandate Limit. Options lapsed in accordance with the terms of the New Share Option Scheme shall not be counted for the purpose of calculating the Scheme Mandate Limit which may be refreshed by ordinary resolution of the Shareholders in general meeting, provided that:

(a) the Scheme Mandate Limit so refreshed shall not exceed 10 per cent. of the total number of issued Shares as at the date of Shareholders’ approval of the refreshing of the Scheme Mandate Limit;

(b) options previously granted under the New Share Option Scheme and the Existing Share Option Scheme (including options outstanding, cancelled, or lapsed in accordance with the relevant scheme rules or exercised options) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed; and

(c) a circular regarding the proposed refreshing of the Scheme Mandate Limit has been despatched to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules.


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The maximum aggregate number of Shares which may be issued upon exercise of all outstanding

options granted and yet to be exercised under the New Share Option Scheme and the Existing Share

Option Scheme must not in aggregate exceed 30 per cent. of the total number of Shares in issue from time

to time.

As at the Latest Practicable Date, there were in issue an aggregate of 920,867,010 Shares.

Assuming no further Shares will be issued or repurchased between the Latest Practicable Date and the date

of adoption of the New Share Option Scheme, options to subscribe for a total of 92,086,701 Shares may

be granted under the New Share Option Scheme and the Existing Share Option Scheme pursuant to the

Scheme Mandate Limit.

The maximum number of Shares (issued and to be issued) upon exercise of all outstanding options

granted and yet to be exercised under the New Share Option Scheme and the Existing Share Option

Scheme (whether exercised, cancelled or outstanding) to any Eligible Person in any 12-month period shall

not exceed 1 per cent. of the total number of Shares in issue from time to time unless such grant has been

duly approved by ordinary resolution of the Shareholders in general meeting at which the relevant Eligible

Person and his close associates or (if such Eligible Person is a connected person) his associates abstained

from voting and the Company has issued a circular in accordance with the relevant provisions of Chapter

17 of the Listing Rules.

GRANT OF OPTIONS TO CONNECTED PERSONS

Any grant of options to a director, chief executive or substantial shareholder of the Company or any

of their respective associates must be approved by the independent non-executive Directors (excluding

any independent non-executive Director who is a prospective grantee of the options).

Where options are proposed to be granted to a substantial shareholder or an independent non-

executive Director or any of their respective associates, and the proposed grant of options would result

in the Shares issued and to be issued upon exercise of all options already granted (including options

exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date

of the grant of such options to represent in aggregate over 0.1 per cent. of the total number of issued

Shares for the time being and have an aggregate value (based on the closing price of a Share at each date

of the grant of these options) exceeding HK$5,000,000, the proposed grant shall be subject to the issue

of a circular and the approval of the Shareholders in general meeting (taken on a poll) in accordance with

the requirements of the Listing Rules at which the relevant grantee, his associates and all core connected

persons must abstain from voting in favour of the proposed grant (for the avoidance of doubt, they may

vote against the resolution at the general meeting if their intention to do so has been stated in the circular).

TIME FOR EXERCISE OF OPTIONS

The grantee of an Option may subscribe for Shares during such period as may be determined by the

Board or its authorised committee (the period shall commence on the date on which the Option is granted

to the grantee in accordance with the New Share Option Scheme and expire in any event not later than the

last day of the ten years period after the date of such grant (subject to early termination)). The New Share

Option Scheme does not provide for any minimum period for which an option must be held before it can

be exercised.


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PERFORMANCE TARGETS

The New Share Option Scheme does not provide any specific performance targets that need to be

met before a grantee is entitled to exercise an Option duly granted. The Board or its authorised committee

may in its absolute discretion specify such conditions as it thinks fit when making an offer to an Eligible

Person.

RIGHTS ARE PERSONAL TO GRANTEE

An option shall be personal to the grantee of the option and shall not be assignable nor transferable.

RIGHTS ON CEASING TO BE AN ELIGIBLE PERSON

Subject to the provision in the paragraph below headed “RIGHTS ON DEATH” and, the sub-

paragraph (d) under the paragraph below headed “LAPSE OF OPTIONS”, if a grantee of an Option

ceases to be an Eligible Person for any reason, the grantee can only exercise the Option within one month

after the date of such cessation, which date shall be (i) if he is an employee of the Group, his last actual

working day with the Group whether salary is paid in lieu of notice or not; or (ii) if he is not an employee

of the Group, the date on which the relationship constituting him an Eligible Person ceases.

RIGHTS ON DEATH

If a grantee of an Option dies, the personal representatives of the grantee may only exercise the

Option within a period of twelve months after the date of death.

RIGHTS ON DISMISSAL

If a grantee of an Option ceases to be an Eligible Person by reason of summary dismissal, the right

to exercise the Option shall thereupon terminate immediately.

EFFECT OF ALTERATIONS TO CAPITAL

In the event of a capitalisation issue, rights issue, consolidation, subdivision or reduction of the

share capital of the Company, the Company shall make corresponding alterations (if any) to:

(a) the number of Shares subject to options already granted so far as they remain exercisable;

and/or

(b) the subscription price; and/or

(c) the method by which the Option(s) may be exercised.

provided that

(i) each grantee is given the same proportion of the equity capital of the Company as that to

which he was previously entitled;


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(ii) no alterations shall be made which would result in the subscription price for a Share being less than its nominal value;

(iii) no such alterations shall be made in respect of an issue of securities by the Company as consideration in a transaction;

(iv) any such alterations, save as those made on a capitalisation issue, shall be confirmed by the auditors of the Company or the independent financial adviser in writing to the Directors as satisfying the requirements of the foregoing paragraphs (i) and (ii);

(v) any such alterations made pursuant to a subdivision or consolidation of share capital shall be made on the basis that the aggregate subscription price payable by a grantee on full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event; and

(vi) any such alterations made pursuant to an issue of securities with a price-dilutive element, such as a rights issue or open offer, shall be made based on the acceptable adjustments set out in the supplementary guidance on Rule 17.03(13) of the Listing Rules issued by the Stock Exchange on 5 September 2005 and any future guidance/interpretation of the Listing Rules issued by the Stock Exchange from time to time.

RIGHTS ON A GENERAL OFFER

If a general offer is made to all the Shareholders, the grantee may by notice in writing within twenty-one days after such offer becoming or being declared unconditional exercise any Options to its full extent, and to the extent that they have not been so exercised, the right to exercise the Options shall upon the expiry of such period terminate immediately.

RIGHTS ON VOLUNTARY WINDING UP

If a notice is given of a general meeting at which a resolution will be proposed for the voluntary winding-up of the Company, each grantee shall be entitled to exercise all or any of his Options at any time not later than two business days prior to the proposed general meeting of the Company. The right to exercise the Options shall, to the extent that they have not been exercised, terminate immediately on the date of the commencement of the voluntary winding-up of the Company.

RIGHTS ON A SCHEME OF ARRANGEMENT

If a general offer by way of a scheme of arrangement is made to all the Shareholders, the grantee may thereafter (but before such time as shall be notified by the Company) by notice in writing to the Company exercise the Option in full or in part.

RANKING OF SHARES

Shares allotted on the exercise of Options will rank pari passu with the other Shares in issue at the relevant date of allotment except in respect of any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor is before the relevant date of allotment.


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PERIOD OF THE SCHEME

The New Share Option Scheme shall be valid and effective for a period of ten years commencing

after its date of adoption (subject to early termination in accordance with the provisions thereof).

VARIATION AND TERMINATION

The New Share Option Scheme may be altered in any respect by resolution of the Board or its

authorised committee except that certain provisions as to:

(a) the definitions of grantee and Eligible Person(s);

(b) the provisions relating to the matters set out in Rule 17.03 of the Listing Rules;

shall not be altered to the advantage of grantees or prospective grantees except with the prior

approval of the Shareholders in general meeting (with grantees and their respective close associates (if

the grantees are connected persons) or their respective associates who are Shareholders abstained from

voting). No such alterations shall operate to affect adversely the terms of issue of any Options granted

or agreed to be granted prior to such alterations except with the consent or sanction in writing of such

majority of the grantees as would be required of the Shareholders under the bye-laws for the time being of

the Company for a variation of the rights attached to the Shares.

Any alterations to the provisions of the New Share Option Scheme which are of a material nature or

any change to the terms of options granted must be approved by the Shareholders in general meeting (with

all grantees, prospective grantees and their close associates or (if the grantees are connected persons) their

respective associates who are Shareholders abstaining from voting), except where alterations take effect

automatically under the provisions of the New Share Option Scheme. Any change to the authority of the

Board or its authorised committee in relation to any alterations to the terms of the New Share Option

Scheme must be approved by the Shareholders in general meeting (with all grantees, prospective grantees

and their close associates or (if the grantees are connected persons) their respective associates who are

Shareholders abstaining from voting).

The Company, by resolution in general meeting, or the Board or its authorised committee may

terminate the operation of the New Share Option Scheme at any time and Options granted prior to such

termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

LAPSE OF OPTION

The right to exercise an option (to the extent not already exercised) shall terminate immediately

upon the earliest of:

(i) the expiry of the option period as described in the above paragraph headed “TIME FOR

EXERCISE OF OPTIONS”;

(ii) the expiry of any of the periods referred to in the paragraphs above headed “RIGHTS ON

CEASING TO BE AN ELIGIBLE PERSON”, “RIGHTS ON DEATH” and “RIGHTS ON A

GENERAL OFFER”;


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(iii) subject to the scheme of arrangement becoming effective, the expiry of the period referred to

in the paragraph above headed “RIGHTS ON A SCHEME OF ARRANGEMENT”;

(iv) the date on which the grantee ceases to be an Eligible Person by reason of summary

dismissal for misconduct or other breach of the terms of his employment or other contract

constituting him an Eligible Person, or appears either to be unable to pay or to have no

reasonable prospect of being able to pay his debts or has become insolvent or has made any

arrangements or composition with his creditors generally or on which has been convicted of

any criminal offence involving his integrity or honesty;

(v) subject to the provision in the paragraph above headed “RIGHTS ON VOLUNTARY

WINDING UP”, the date of the commencement of the voluntary winding-up of the

Company; or

(vi) the date on which the grantee commits a breach of the provision of the New Share Option

Scheme which prohibits a grantee to assign, transfer, sell, charge, mortgage or encumber or

create any interest in favour of a third party over or in relation to any Options.

CANCELLATION OF UNEXERCISED OPTIONS

The Board or its authorised committee may cancel an Option granted but not exercised with the

approval of the holder of such Option. No Options may be granted to an Eligible Person in place of his

cancelled Options unless there are available unissued Options (excluding the cancelled Options) within the

Scheme Mandate Limit approved by the Shareholders as mentioned in the paragraph headed “MAXIMUM

NUMBER OF SHARES” above.


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NOTICE IS HEREBY GIVEN that the annual general meeting of Louis XIII Holdings Limited (the “Company”) will be held at Small Connaught Room, 1st Floor, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Tuesday, 11 August 2015 at 10:30 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditor of the Company for the year ended 31 March 2015.

2. (A) To re-elect the following retiring directors of the Company:

(a) To re-elect Mr Stephen Hung as a director;

(b) To re-elect Professor Lee Chack Fan as a director;

(c) To re-elect Mr Francis Goutenmacher as a director; and

(d) To re-elect Mr Chan Kok Chung, Johnny as a director;

(B) To fix the remuneration of the directors of the Company.

3. To re-appoint auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.

4. As special business, to consider and, if thought fit, to pass the following resolutions as ordinary resolutions of the Company:

(A) “THAT:

(i) subject to sub-paragraph (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws and the bye-laws of the Company, be and is hereby generally and unconditionally approved;



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(ii) the approval in sub-paragraph (i) of this resolution shall authorise the directors

of the Company during the Relevant Period to make or grant offers, agreements

and options (including warrants, bonds and debentures convertible into shares

of the Company) which would or might require the exercise of such powers

after the end of the Relevant Period;

(iii) the aggregate number of shares of the Company allotted or agreed conditionally

or unconditionally to be allotted (whether pursuant to an option or otherwise)

and issued by the directors of the Company pursuant to the approvals in sub-

paragraphs (i) and (ii) of this resolution, otherwise than pursuant to a Rights

Issue (as hereinafter defined) or an issue of shares of the Company under the

share option schemes of the Company or an issue of shares upon exercise of

subscription rights attached to warrants which might be issued by the Company

or an issue of shares of the Company by way of any scrip dividend pursuant to

bye-laws of the Company from time to time, shall not exceed 20 per cent. of

the number of issued shares of the Company on the date of this resolution (such

maximum number of shares of the Company that may be allotted and issued

pursuant to the approval in paragraph (i) above is subject to adjustment in the

event of share consolidation and subdivision, provided that the percentage of

the total number of issued shares of the Company immediately before and after

such consolidation or subdivision shall be the same and such maximum number

of shares of the Company shall be adjusted accordingly), and the said approval

shall be limited accordingly; and

(iv) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this

resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general

meeting of the Company is required by the bye-laws of the Company or

any applicable laws of Bermuda to be held; or

(c) the revocation or variation of the authority given under this resolution

by an ordinary resolution of the shareholders of the Company in general

meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors

of the Company to holders of shares on the register on a fixed record date in

proportion to their then holdings of such shares (subject to such exclusion

or other arrangements as the directors of the Company 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

recognised regulatory body or any stock exchange in any territory outside Hong

Kong).”


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(B) “THAT:

(i) subject to sub-paragraph (ii) of this resolution, the exercise by the directors

of the Company during the Relevant Period (as hereinafter defined) of all

the powers of the Company to repurchase issued shares in the capital of

the Company on The Stock Exchange of Hong Kong Limited (the “Stock

Exchange”) or on any other stock exchange on which the securities of

the Company may be listed and recognised by the Securities and Futures

Commission 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 or any other stock

exchange as amended from time to time, be and is hereby generally and

unconditionally approved;

(ii) the approval in paragraph (i) shall be in addition to any other authorization

given to the directors of the Company and shall authorise the directors of the

Company on behalf of the Company during the Relevant Period to procure the

Company to purchase its securities at a price determined by the Directors;

(iii) the aggregate number of Shares of the Company which the directors of

the Company are authorised to repurchase pursuant to the approval in sub-

paragraphs (i) and (ii) of this resolution shall not exceed 10 per cent. of the

number of issued shares of the Company on the date of this resolution, and the

said approval shall be limited accordingly; and

(iv) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this

resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general

meeting of the Company is required by the bye-laws of the Company or

any applicable laws of Bermuda to be held; or

(c) 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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(C) “THAT conditional upon resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting being passed, the aggregate number of shares of the Company which are repurchased by the Company under the authority granted to the directors of the Company pursuant to and in accordance with the said resolution numbered 4(B) above shall be added to the aggregate number of shares of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the directors of the Company pursuant to and in accordance with the resolution numbered 4(A) as set out in the notice convening this meeting.”

(D) “THAT subject to and conditional upon the Listing Committee of the Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the shares of the Company, representing 10% of the number of issued shares of the Company on the date of this resolution, which may fall to be issued pursuant to the exercise of any options granted under the new share option scheme of the Company (the “New Scheme”) (a copy of which has been submitted to the meeting and signed by the Chairman of the meeting for the purpose of identification), the New Scheme be and is hereby approved and adopted on the date of this meeting and the directors of the Company be and are hereby authorised to grant options and to allot and issue shares of the Company thereunder and to take all such steps and do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Scheme.”

5. To consider, and if though fit, to pass the following resolution as a special resolution of the Company:

“THAT the bye-laws of the Company be and are hereby amended in the following manners:

(a) By deleting the definitions of “associate(s)” and “Company” in Bye-law 1 and adding the following new definitions in alphabetical order:

““close associate(s)” in relation to any Director, shall have the same meaning as ascribed to that term in the rules of the Designated Stock Exchange (“Listing Rules”) as modified from time to time, except that for purposes of Bye-law 103(1) where the transaction or arrangement to be approved by the Board is a connected transaction which falls under the Listing Rules, it shall have the meaning ascribed to the term “associate” in the Listing Rules.

“Company” Louis XIII Holdings Limited.”

(b) By deleting the existing definition of special resolution in Bye-law 2(h) in its entirety and substituting therefor the following:

“(h) a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members which are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59.”


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(c) By deleting the existing definition of ordinary resolution in Bye-law 2(i) in its entirety

and substituting therefor the following:

“(i) a resolution shall be an ordinary resolution when it has been passed by a

simple majority of votes cast by such Members as, being entitled so to do, vote

in person or, in the case of such Members which are corporations, by their

respective duly authorised representative or, where proxies are allowed, by

proxy at a general meeting of which Notice has been duly given in accordance

with Bye-law 59.”

(d) By deleting the existing Bye-law 59 in its entirety and substituting therefor the

following:

“59. (1) An annual general meeting shall be called by Notice of not less than

twenty-one (21) days. All other general meetings (including a special

general meeting) must be called by Notice of not less than fourteen (14)

days but if permitted by the rules of the Designated Stock Exchange, a

general meeting may be called by shorter notice if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by

all the Members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the

Members having the right to attend and vote at the meeting, being

a majority together representing not less than ninety-five per cent.

(95%) of the total voting rights at the meeting of all the Members.

(2) The Notice shall specify the time and place of the meeting and

particulars of resolutions to be considered at the meeting and, in case

of special business, the general nature of the business. The Notice

convening an annual general meeting shall specify the meeting as such.

Notice of every general meeting shall be given to all Members other than

to such Members as, under the provisions of these Bye-laws or the terms

of issue of the shares they hold, are not entitled to receive such notices

from the Company, to all persons entitled to a share in consequence of

the death or bankruptcy or winding up of a Member and to each of the

Directors and the Auditors.”


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(e) By deleting the existing Bye-law 103(1) in its entirety and replacing therefor the

following:

“103. (1) Subject to the rules of the Designated Stock Exchange, a Director shall

not vote (nor be counted in the quorum) on any resolution of the Board

approving any contract or arrangement or any other proposal in which he

or any of his close associates is materially interested, but this prohibition

shall not apply to any of the following matters namely:

(i) any contract or arrangement for the giving to such Director or his

close associate(s) any security or indemnity in respect of money

lent by him or any of his close associate(s) or obligations incurred

or undertaken by him or any of his close associate(s) at the request

of or for the benefit of the Company or any of its subsidiaries;

(ii) any contract or arrangement for the giving of any security or

indemnity to a third party in respect of a debt or obligation of

the Company or any of its subsidiaries for which the Director

or his close associate(s) has/have himself/themselves assumed

responsibility in whole or in part whether alone or jointly under a

guarantee or indemnity or by the giving of security;

(iii) any contract or arrangement concerning an offer of shares or

debentures or other securities of or by the Company or any other

company which the Company may promote or be interested in

for subscription or purchase, where the Director or his close

associate(s) is/are or is/are to be interested as a participant in the

underwriting or sub-underwriting of the offer;

(iv) any contract or arrangement in which the Director or his close

associate(s) is/are interested in the same manner as other holders

of shares or debentures or other securities of the Company by

virtue only of his/their interest in shares or debentures or other

securities of the Company;

(v) any proposal or ar rangement concerning the adopt ion,

modification or operation of a pension fund or retirement, death

or disability benefits scheme which relates both to the Director or

his close associate(s) and to employees of the Company or of any

of its subsidiaries and does not provide in respect of any Director,

or his close associate(s), as such any privilege or advantage not

accorded generally to the class of persons to which such scheme

or fund relates; or


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(vi) any proposal or ar rangement concerning the adopt ion,

modification or operation of any employees’ share scheme or any

share incentive or share option scheme under which a Director or

his close associate(s) may benefit.”

(f) By deleting the existing Bye-law 146(2)(a) in its entirety and substituting therefor the

following:

“146. (2) (a) The shares allotted pursuant to the provisions of paragraph

(1) of this Bye-law shall rank pari passu in all respects with

shares of the same class (if any) then in issue save only as

regards participation in the relevant dividend or in any other

distributions, bonuses or rights paid, made, declared or announced

prior to or contemporaneously with the payment or declaration

of the relevant dividend unless, contemporaneously with the

announcement by the Board of their proposal to apply the

provisions of sub-paragraph (a) or (b) of paragraph (1) of this

Bye-law in relation to the relevant dividend or contemporaneously

with their announcement of the distribution, bonus or rights in

question, the Board shall specify that the shares to be allotted

pursuant to the provisions of paragraph (1) of this Bye-law shall

rank for participation in such distribution, bonus or rights.”

6. To transact any other ordinary business of the Company.

By Order of the Board of

Louis XIII Holdings LimitedMui Ching Hung, Joanna

Company Secretary

Hong Kong, 10 July 2015

Principal Place of Business: Registered Office:

2901 AIA Central Clarendon House

1 Connaught Road Central 2 Church Street

Hong Kong Hamilton HM 11

Bermuda

Notes:

1. Any member of the Company 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 of the Company.

2. A form of proxy for the meeting is enclosed. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be deposited at the Company’s principal place of business in Hong Kong at 2901 AIA Central, 1 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting at which the person named in the instrument purposes to vote.


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As at the date of this notice, the Directors are:

Mr Stephen Hung : Joint Chairman (Executive Director)

Mr Peter Lee Coker Jr. : Joint Chairman (Executive Director)

Mr Lau Ko Yuen, Tom : Deputy Chairman (Executive Director)

Mr Walter Craig Power : Chief Executive Officer (Executive Director)

Ir James Chiu, OBE, JP : Independent Non-Executive Director

Professor Lee Chack Fan, GBS, SBS, JP : Independent Non-Executive Director

Mr Iain Ferguson Bruce : Independent Non-Executive Director

Mr Francis Goutenmacher : Independent Non-Executive Director

Mr Chan Kok Chung, Johnny : Independent Non-Executive Director

Documents

Louis XIII Holdings Limited 路易十三集團有限公司 · 7/10/2015 · Walter Craig Power (Chief Executive Officer) Bermuda Independent Non-Executive Directors: Principal Place