Allan International : Circular - Proposals for Granting of General Mandates to Issue and Buy Back Shares, Re-election of Directors and Notice of Annual General Meeting

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

General Mandates to Issue and Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

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

5

Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

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

7

Appendix - Proposed Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

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

11

''AGM''

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

Trade Centre Club Hong Kong, 38th Floor, World Trade Centre,

280 Gloucester Road, Causeway Bay, Hong Kong on

Wednesday, 28 August 2019 at 3 : 45 p.m., to consider and, if

appropriate, to approve the Ordinary Resolutions, or any

adjournment thereof;

''AGM Notice''

the notice of the AGM despatched to the Shareholders together

with this circular;

''Benchmarked Price''

a price which is the higher of:

(a) the closing price of the Shares as stated in the Stock

Exchange's daily quotations sheet on the date of signing of

the agreement to which the transaction relates; and

(b) the average closing price of the Shares as stated in the Stock

Exchange's daily quotations sheets for the five trading days

immediately preceding the earliest of:

(i) the date of signing of the agreement to which the

transaction relates;

(ii) the date on which the relevant transaction is

announced; and

(iii) the date on which the price of the Shares to be issued

pursuant to the transaction is fixed;

''Board''

the board of Directors;

''Bye-laws''

the bye-laws of the Company;

''close associate''

has the same meaning ascribed thereto in the Listing Rules;

''Company''

Allan International Holdings Limited, a company incorporated

in Bermuda with limited liability, the shares of which are listed

on the main board of the Stock Exchange (Stock Code: 684);

''core connected

has the same meaning ascribed thereto in the Listing Rules;

person''

''Director(s)''

the director(s) of the Company;

''Group''

the Company and its subsidiaries;

DEFINITIONS

''Hong Kong''

the Hong Kong Special Administrative Region of the People's

Republic of China;

''Issue Mandate''

a general mandate granted to the Directors at the annual general

meeting of the Company held on 15 August 2018 to allot, issue

and deal with Shares not exceeding 20% of the aggregate number

of the Shares in issue as at 15 August 2018;

''Latest Practicable

9 July 2019, being the latest practicable date prior to the printing

Date''

of this circular for ascertaining certain information in this

circular;

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange;

''Ordinary Resolutions''

the ordinary resolutions to be proposed and passed at the AGM

as set out in the AGM Notice;

''Proposed Share Buy-

a general mandate proposed to be granted to the Directors at the

back Mandate''

AGM to buy back Shares not exceeding 10% of the aggregate

number of the Shares in issue as at the date of passing of the

relevant resolution;

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the Laws

of Hong Kong) as amended from time to time;

''Share Buy-back

a general mandate granted to the Directors at the annual general

Mandate''

meeting of the Company held on 15 August 2018 to buy back

Shares not exceeding 10% of the aggregate number of the Shares

in issue as at 15 August 2018;

''Share(s)''

ordinary share(s) of HK$0.10 each in the capital of the

Company;

''Shareholder(s)''

registered holder(s) of the Share(s);

''Stock Exchange''

The Stock Exchange of Hong Kong Limited;

''subsidiary''

has the same meaning ascribed thereto in the Listing Rules;

''Takeovers Code''

The Code on Takeovers and Mergers issued by the Securities and

Futures Commission as amended from time to time;

''HK$'' and ''cents''

Hong Kong dollars and cents, the lawful currency of Hong

Kong; and

''%''

per cent

Executive Directors:

Registered Office:

Ms. Cheung Lai Chun, Maggie (Chairman)

Clarendon House

Mr. Cheung Shu Wan (Managing Director)

2 Church Street

Ms. Cheung Lai See, Sophie

Hamilton HM 11

Dr. Cheung Shu Sang, William

Bermuda

Non-Executive Director:

Head Office and Principal Place of

Mr. Cheung Lun (Honorary Chairman)

Business in Hong Kong:

Flat B, 23/F

Independent Non-Executive Directors:

Chaiwan Industrial Centre

Dr. Chan How Chun, Rita

20 Lee Chung Street

Mr. Lai Ah Ming, Leon

Chai Wan

Professor Lo Chung Mau

Hong Kong

17 July 2019

To the Shareholders

Dear Sir or Madam,