Great Eagle : General Mandates to Buy-back and Issue Shares, Re-election of Retiring Directors and Notice of 2021 Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Great Eagle Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

(Stock Code: 41)

GENERAL MANDATES TO BUY-BACK AND ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF 2021 ANNUAL GENERAL MEETING

A notice convening the 2021 Annual General Meeting ("2021 AGM") of Great Eagle Holdings Limited to be held at 32nd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong, on Thursday, 6 May 2021 at 3:30 p.m. is set out on pages N1 to N6 of this circular.

Whether or not you intend to be present at the 2021 AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's principal place of business in Hong Kong at 33rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2021 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the 2021 AGM or any adjourned meeting thereof should you so wish.

SPECIAL ARRANGEMENTS FOR 2021 AGM

To protect the attending Shareholders, staff and stakeholders from the risk of infection of COVID-19, the Company will implement certain precautionary and control measures at the 2021 AGM against the pandemic. Please refer to the section "Special Arrangements for 2021 AGM" of this Circular.

26 March 2021

CONTENTS
Page
Special Arrangements for 2021 AGM .........................................	i
Definitions ..............................................................	1
Letter from the Board

1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed General Mandates to Buy-back and Issue Shares . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	2021 Annual General Meeting, Closure of Registers of Members and
Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9
12
N1

- Explanatory Statement .......................................

Appendix I

Appendix II

-

Details of the Retiring Directors to be Re-elected .................

Notice of 2021 Annual General Meeting .......................................

Maintaining social distancing is key to control the spread of COVID-19 in Hong Kong. The Company strongly encourages Shareholders to participate by voting by proxy in advance of the AGM.

All resolutions proposed at the 2021 AGM will be decided on a poll. Shareholders are encouraged to exercise their rights to vote at the 2021 AGM by appointing the Chairman of the 2021 AGM as their proxy to vote on the proposed resolutions at the 2021 AGM instead of attending the 2021 AGM in person. Physical attendance is not necessary for the purpose of exercising rights of Shareholders.

Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the 2021 AGM or any adjournment thereof should they so wish.

Non-registered Shareholders whose Shares are held through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.

Shareholders are strongly encouraged to cast their votes by submitting a proxy form appointing the Chairman of the 2021 AGM as their proxy.

To protect the attending Shareholders, staff and stakeholders from the risk of infection of COVID-19, the Company will implement the following precautionary and control measures at the AGM against the pandemic:

• (i) Compulsory body temperature check

• (ii) Compulsory wearing of surgical facial masks

• (iii) Mandatory health declaration

• (iv) Maintaining a safe distance between seats

• (v) No provision of refreshments or beverages

• (vi) No distribution of coupons for subsequent consumption

Should anyone seeking to attend the 2021 AGM decline to submit to these requirements or be found to be suffering from a fever (i.e. having a body temperature of over 37.5 degrees Celsius) or otherwise unwell, the Company reserves the right to refuse such person's admission to the 2021 AGM.

i

Subject to the development of COVID-19, the Company may change the 2021 AGM arrangements at short notice and may issue further announcement as appropriate. Shareholders should check the Company's website (www.GreatEagle.com.hk) for updates on the latest arrangement of the 2021 AGM.

The Company believes that these measures are necessary and appropriate in light of the current pandemic. If any Shareholders has any question relating to the 2021 AGM, please contact 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 (Online enquiry:https://www.computershare.com/hk/en/online_feedback).

DEFINITIONS

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

"2021 AGM"	the AGM to be convened at 3:30 p.m. on Thursday, 6 May
2021, notice of which is set out on pages N1 to N6 of this
circular
"AGM"	annual general meeting of the Company
"associate" or "close associate"	has the same meaning ascribed to it in the Listing Rules
"Auditor"	the auditor for the time being of the Company
"Board"	the board of Directors
"Buy-back Mandate"	the general and unconditional mandate to exercise all the
power of the Company to buy-back issued and fully-paid
Shares not exceeding 10 per cent of the total number of the
Shares in issue at the date of passing of the resolution
"Bye-laws"	The bye-laws of the Company as may be amended from time
to time
"Company"	Great Eagle Holdings Limited
"connected person" or	has the same meaning ascribed to it in the Listing Rules
"core connected person"
"COVID-19"	the coronavirus disease 2019
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
Republic of China
"Issue Mandate"	the general and unconditional mandate to allot, issue and deal
with additional Shares (and securities exercisable or convertible
into Shares) not exceeding 20 per cent of the total number of
the Shares in issue at the date of passing of the resolution
1

DEFINITIONS
"Latest Practicable Date"	18 March 2021, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
referred to in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Notice"	the notice convening the 2021 AGM dated 26 March 2021 as
set out on pages N1 to N6 of this circular
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
"Share(s)"	the ordinary share(s) of HK$0.50 each in the share capital of
the Company, or if there has been a subdivision, consolidation,
reclassification of or reconstruction of the share capital of the
Company, shares forming part of the ordinary equity share
capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	Code on Takeovers and Mergers
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"%"	per cent

(Stock Code: 41)

Directors:
LO Ka Shui, Chairman and Managing Director	Victoria Place, 5th Floor
LO TO Lee Kwan#	31 Victoria Street
CHENG Hoi Chuen, Vincent*	Hamilton HM 10
WONG Yue Chim, Richard*	Bermuda
LEE Pui Ling, Angelina*
LEE Siu Kwong, Ambrose*	Principal Place of Business in Hong Kong:
POON Ka Yeung, Larry*	33rd Floor, Great Eagle Centre
LO Hong Sui, Antony	23 Harbour Road
LAW Wai Duen	Wanchai
LO Hong Sui, Vincent#	Hong Kong
LO Ying Sui#
LO Chun Him, Alexander
KAN Tak Kwong, General Manager
CHU Shik Pui

Registered Office:

*

#

Independent Non-executive Directors Non-executive Directors

26 March 2021

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO BUY-BACK AND ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF 2021 ANNUAL GENERAL MEETING

1.

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the proposed general mandates to buy-back and issue Shares, the re-election of retiring Directors and to seek your approval at the 2021 AGM in connection with, inter alia, such matters.

2.

PROPOSED GENERAL MANDATES TO BUY-BACK AND ISSUE SHARES

At the AGM held on 5 May 2020 ("2020 AGM"), general mandates were given to the Directors to (i) exercise the powers of the Company to buy-back Shares up to a maximum of 70,838,204 Shares, representing 10 per cent of the total number of Shares in issue at the date of passing of the relevant ordinary resolution, and (ii) allot, issue and deal with a maximum of 141,676,409 Shares (and securities exercisable or convertible into Shares), representing 20 per cent of the total number of Shares in issue at the date of passing of the relevant ordinary resolution. The Company has not bought back or issued any Shares under the general mandates granted by the Shareholders in the 2020 AGM. Such mandates will lapse at the conclusion of the 2021 AGM.

Two ordinary resolutions set out in the Notice will be proposed at the 2021 AGM to grant the Buy-back Mandate and Issue Mandate to the Directors.

The Buy-back Mandate and/or the Issue Mandate would continue in force until the conclusion of the next AGM or the expiration of the period within which the next AGM is required by law or the Bye-laws to be held or until the Buy-back Mandate and/or the Issue Mandate are respectively revoked or varied by an ordinary resolution of the Shareholders at general meeting, whichever is the earlier. Although the general mandates proposed to be granted may not be utilized before the valid period as mentioned above, these will give the Company the flexibility when needed without proposing second and subsequent refreshments of the general mandates in any one year. The Company will use the mandates sparingly and in the interest of the Shareholders as a whole.

As at the Latest Practicable Date, the total number of Shares in issue was 720,793,112 Shares. On the basis that no further Shares are issued or bought back prior to the date of the 2021 AGM, the Company would be allowed under the Buy-back Mandate to buy-back a maximum of 72,079,311 Shares and under the Issue Mandate to issue a maximum of 144,158,622 Shares, representing 10 per cent and 20 per cent of the issued Shares as at the Latest Practicable Date respectively.

The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I to this circular.

3.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-law 109(A) of the Bye-laws, Madam Law Wai Duen, Mr. Lo Chun Him, Alexander, Professor Wong Yue Chim, Richard, Mr. Lee Siu Kwong, Ambrose and Mr. Chu Shik Pui shall retire by rotation and, being eligible, have offered themselves for re-election at the 2021 AGM.

Biographical details of the retiring Directors proposed to be re-elected at the 2021 AGM which are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

Professor Wong Yue Chim, Richard has served on the Board for more than nine years. The Board is fully satisfied that he demonstrates complete independence in character and judgment both in his designated role and as Board member and is of the opinion that he continues to bring independent view of the Company's affairs to the board notwithstanding his length of service. Professor Wong's independence has been reviewed by the Nomination Committee and he has also submitted an annual confirmation on his fulfillment of the independence guidelines set out in Rule 3.13 of the Listing Rules to the Company. The Board believes that his in-depth knowledge of the Group's business and his extensive experience and expertise continue to provide invaluable contribution to the Board.

According to Bye-law 109(A) of the Bye-laws, no Director holding the office as executive chairman and managing director shall be subject to retirement by rotation. The same provision is also contained in The Great Eagle Holdings Limited Company Act, 1990 of Bermuda. Therefore, Dr. Lo Ka Shui, the Executive Chairman and Managing Director of the Company is by statue not required to retire by rotation. For the information of Shareholders, the biographical details of Dr. Lo Ka Shui are set out below:

Dr. Lo Ka Shui ("Dr. Lo"), aged 74, has been a member of the Board since 1980. He is a substantial shareholder, the Chairman and Managing Director of the Company, the Chairman of the Finance Committee, and also a director of various subsidiaries of the Company. He is the Chairman and a Non-executive Director of the Manager of the publicly listed trusts, Champion Real Estate Investment Trust and Langham Hospitality Investments. He is also a Vice President of The Real Estate Developers Association of Hong Kong and a member of the Board of Trustees of The Hong Kong Centre for Economic Research.

Dr. Lo graduated from McGill University with a Bachelor of Science Degree and from Cornell University with a Doctor of Medicine (M.D.) Degree. He was certified in Internal Medicine and Cardiology. He has over four decades of experience in property and hotel development and investment both in Hong Kong and overseas.

Dr. Lo is a son of Madam Lo To Lee Kwan, an elder brother of Mr. Lo Hong Sui, Vincent and Dr. Lo Ying Sui, a younger brother of Mr. Lo Hong Sui, Antony and Madam Law Wai Duen, and the father of Mr. Lo Chun Him, Alexander, all being Directors of the Company. Also, he is the father of Ms. Lo Bo Lun, Katherine, being senior management of the Company. Dr. Lo is a substantial Shareholder and also a director of Surewit Finance Limited, being wholly-owned by a trustee of a discretionary trust, Eagle Guardian Limited and Mind Reader Limited, all being substantial Shareholders within the meaning of Part XV of the SFO. As at the Latest Practicable Date, Dr. Lo has a personal interest in 57,260,775 Shares and 2,678,000 share options of the Company, and a corporate interest in 88,843,415 Shares; a personal interest in 3,592,007 units and a corporate interest in 3,989,294,097 units in Champion Real Estate Investment Trust; and a personal interest in 31,584,000 share stapled units and a corporate interest in 2,243,550,154 share stapled units in Langham Hospitality Investments and Langham Hospitality Investments Limited within the meaning of Part XV of the SFO. He is the founder of a discretionary trust, being a substantial Shareholder, which owns 63,223,699 Shares and is also a discretionary beneficiary ofanother discretionary trust, being a substantial Shareholder, which owns 242,156,015 Shares as at the Latest Practicable Date. He is the settlor and a member of the Advisory Committee and Management Committee of a charitable trust, which owns 19,115,000 units of Champion Real Estate Investment Trust and 90,010,250 share stapled units in Langham Hospitality Investments and Langham Hospitality Investments Limited.

Saved as disclosed above, Dr. Lo did not hold any directorship in other listed public companies in the three years preceding the Latest Practicable Date.

Dr. Lo does not have any service contract with the Company or any of its subsidiaries which is not determinable by the employer within one year without payment of compensation (other than statutory compensations). He is not appointed for any specified length or proposed length of service with the Company.

A Director's fee of HK$220,000 was paid to Dr. Lo in 2020. The Director's fee was proposed by the Board on the recommendation of the Remuneration Committee of the Company based on the general duties and responsibilities as a Director of the Company, and fixed by the Shareholders at the 2020 AGM as an ordinary remuneration payable to each Director. The basis and amount of Dr. Lo's emoluments are set out on page 80 in the Corporate Governance Report and note 11 to the consolidated financial statements contained in the Company's 2020 Annual Report respectively.

Save as disclosed above, there is no other matters that need to be brought to the attention of the Shareholders in connection with Dr. Lo and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

4.

2021 ANNUAL GENERAL MEETING, CLOSURE OF REGISTERS OF MEMBERS AND PROXY ARRANGEMENT

At the 2021 AGM, ordinary resolutions will be proposed to approve, inter alia, the renewal of the Buy-back Mandate and the Issue Mandate, and the re-election of retiring Directors.

The Notice is set out on pages N1 to N6 of this circular. Shareholders are advised to read the Notice and complete and return the accompanying form of proxy for use at the 2021 AGM in accordance with the instructions printed thereon.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. At the 2021 AGM, the Chairman shall therefore demand voting on all resolutions set out in the Notice be taken by way of poll pursuant to Bye-law 78 of the Bye-laws. On a poll, every Shareholder presents in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her/its name in the Registers of Members. An announcement on the poll results will be posted on the Company's website and the HKEXnews website on the same day after the 2021 AGM.

The Registers of Members of the Company will be closed during the following periods and during these periods, no transfer of Shares will be registered:

• (i) To attend and vote at the 2021 AGM

  For the purpose of ascertaining the Shareholders' entitlement to attend and vote at the 2021 AGM, the Registers of Members will be closed from Monday, 3 May 2021 to Thursday, 6 May 2021, both days inclusive.

  In order to be eligible to attend and vote at the 2021 AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (the "Branch Share Registrar") of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Friday, 30 April 2021.

• (ii) To qualify for the proposed 2020 final dividend and special final dividend

  For the purpose of ascertaining the Shareholders' entitlement to the proposed 2020 final dividend and special final dividend, the Registers of Members will be closed from Thursday, 13 May 2021 to Tuesday, 18 May 2021, both days inclusive.

  In order to qualify for the proposed 2020 final dividend and special final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Branch Share Registrar for registration no later than 4:30 p.m. on Wednesday, 12 May 2021.

5.

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 Directors, 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.

6.

RECOMMENDATION

The Board considers that the renewal of the Buy-back Mandate and the Issue Mandate, and the re-election of retiring Directors as aforesaid are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2021 AGM.

7.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement) and Appendix II (Details of the Retiring Directors to be Re-elected) to this circular.

Yours faithfully,

By Order of the Board

Great Eagle Holdings Limited

LO Ka Shui

Chairman and Managing Director

This appendix contains information required under the Listing Rules to be included in an explanatory statement to accompany the notice of a general meeting at which a resolution is to be proposed in relation to the buy-back by the Company of its own Shares. Its purpose is to provide Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Buy-back Mandate at the 2021 AGM.

1.

ISSUED SHARES

As at the Latest Practicable Date, the total number of Shares in issue was 720,793,112 Shares. On the basis that no further Shares are issued or bought back prior to the date of the 2021 AGM, the Company would be allowed under the Buy-back Mandate to buy-back a maximum of 72,079,311 Shares, representing 10 per cent of the total number of Shares in issue as at the Latest Practicable Date.

2.

REASON FOR BUY-BACK OF SHARES

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to enable the Company to buy-back Shares in the market. Share buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and its earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and its Shareholders.

3.

SOURCE OF FUNDS

It is proposed that Share buy-backs under the Buy-back Mandate would be financed from internal funds and/or available banking facilities of the Company. For the purposes of any Share buy-backs, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Bye-laws of the Company and the applicable laws of Bermuda.

4.

WORKING CAPITAL OR GEARING POSITION

If the Buy-back Mandate is exercised in full at any time during the proposed buy-back period, it may have a material adverse effect on the working capital requirements of the Company or its gearing position (as compared with the position disclosed in the Company's accounts for the year ended 31 December 2020). The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing position (as compared with the position disclosed in the Company's accounts for the year ended 31 December 2020) which in the opinion of the

Directors are from time to time appropriate for the Company.

5.

DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates, has any present intention, in the event that the Buy-back Mandate is approved by Shareholders, to sell Shares to the Company.

6.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy-back Shares pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Bermuda.

7.

TAKEOVERS CODE

If on exercise of the power to buy-back Shares pursuant to the Buy-back Mandate, 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 Rule 32 of the Takeovers Code.

As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Dr. Lo Ka Shui, Madam Lo To Lee Kwan, Mr. Lo Hong Sui, Antony, Madam Law Wai Duen, Mr. Lo Hong Sui, Vincent and Dr. Lo Ying Sui, all being Directors of the Company ("these Parties"), are among the discretionary beneficiaries of a discretionary trust holding 242,156,015 Shares, representing approximately 33.60% of the total number of Shares in issue. Apart from the foregoing, as at the Latest Practicable Date, these Parties held as their respective personal interests, family interests, corporate interests and founder of discretionary trusts, as the case may be, a total of 255,908,623 Shares, representing approximately 35.50% of the total number of Shares in issue, including personal interests, corporate interests and interests as founder of discretionary trust of Dr. Lo Ka Shui comprising a total of 209,327,889 Shares, representing 29.04% of the total number of Shares in issue. For the purpose of the Takeovers Code, these Parties and the trustee of the discretionary trust in its capacity as such as a concert party group with respect to the Company are taken to have an interest in a total of 498,064,638 Shares, representing approximately 69.10% of the total number of Shares in issue. In the event that the Directors exercise in full the power to buy-back Shares, then (if the present shareholdings of these Parties and the control of voting rights otherwise remained the same) the attributable shareholding of these Parties and the trustee of the discretionary trust in its capacity as such as a concert party group with respect to the Company would be increased to approximately 76.78% of the total number of Shares in issue. The Directors anticipate that such proportionate increase of voting rights by the concert party group as a whole would not give rise to an obligation to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code.

In any event, the Directors do not intend to exercise the Buy-back Mandate to such an extent as would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory general offer under Rule 26 of the Takeovers Code and, accordingly, it is not anticipated that buy-back of Shares under the Buy-back Mandate will give rise to any consequences under the Takeovers Code. Furthermore, the Directors have no intention to exercise the Buy-back Mandate to such an extent as would cause the public float to fall below 25% of the total number of Shares in issue, being the minimum requirement under the Listing Rules.

8.

SHARE BUY-BACKS

No buy-back has been made by the Company of its Shares (whether on the Stock Exchange or otherwise) in the last six months prior to the Latest Practicable Date.

9.

CORE CONNECTED PERSONS

No core connected persons have notified the Company that they have a present intention to sell any Shares (in issue or to be issued) to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it (in issue or to be issued to them) to the Company in the event that the Buy-back Mandate is granted.

10.

SHARE PRICES

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

Per Share

Highest	Lowest
HK$	HK$
2020
March	23.75	19.26
April	23.80	19.24
May	22.40	18.20
June	19.80	18.30
July	20.50	17.32
August	20.40	17.30
September	21.73	17.30
October	19.78	17.62
November	21.50	18.66
December	21.65	19.80
2021
January	24.90	21.35
February	30.90	23.10
March (up to the Latest Practicable Date)	29.25	26.15

The followings are the biographical details of Madam Law Wai Duen, Mr. Lo Chun Him, Alexander, Professor Wong Yue Chim, Richard, Mr. Lee Siu Kwong, Ambrose and Mr. Chu Shik Pui, all of whom shall retire at the 2021 AGM in accordance with the Bye-Laws, being eligible, have offered themselves for re-election.

1.

Madam Law Wai Duen, aged 84, is an Executive Director and a director of various subsidiaries of the Company. She has been a Director of the Group since 1963. Madam Law graduated from The University of Hong Kong with a Bachelor's Degree in Arts and has been actively involved in the Group's property development and investment in Hong Kong for decades.

Madam Law is a daughter of Madam Lo To Lee Kwan, an elder sister of Dr. Lo Ka Shui, Mr. Lo Hong Sui, Antony, Mr. Lo Hong Sui, Vincent and Dr. Lo Ying Sui, and an aunt of Mr. Lo Chun Him, Alexander, all being Directors of the Company. Also, she is an aunt of Ms. Lo Bo Lun, Katherine, being senior management of the Company. As at the Latest Practicable Date, Madam Law has a personal interest in 1,912,092 Shares and 490,000 share options of the Company, and 3,888,421 share stapled units in Langham Hospitality Investments and Langham Hospitality Investments Limited within the meaning of Part XV of the SFO. She is also a discretionary beneficiary of a discretionary trust, being a substantial Shareholder of the Company, which owns 242,156,015 Shares as at the Latest Practicable Date.

Madam Law did not hold any directorship in other listed public companies in the three years preceding the Latest Practicable Date.

Madam Law does not have any service contract with the Company or any of its subsidiaries which is not determinable by the employer within one year without payment of compensation (other than statutory compensations). She has not been appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws.

A Director's fee of HK$220,000 was paid to Madam Law in 2020. The Director's fee was proposed by the Board on the recommendation of the Remuneration Committee of the Company based on the general duties and responsibilities as a Director of the Company, and fixed by the Shareholders at the 2020 AGM as an ordinary remuneration payable to each Director. The basis and amount of Madam Law's emoluments are set out on page 80 in the Corporate Governance Report and note 11 to the consolidated financial statements contained in the Company's 2020 Annual Report respectively.

Save as disclosed above, there is no other matters that need to be brought to the attention of the Shareholders in connection with Madam Law's re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

2.

Mr. Lo Chun Him, Alexander, aged 35, joined the Group in 2010 and was appointed as an Executive Director of the Company in December 2015. He is also a member of the Finance Committee. Mr. Lo holds directorships in various principal subsidiaries of the Company, including The Great Eagle Company, Limited, Great Eagle (China) Investment Limited, The Great Eagle Development and Project Management Limited, Eagle Property Management (CP) Limited, Langham Hospitality Group Limited, Langham Hotels International Limited, Pacific Eagle Holdings Corporation, Pacific Eagle China Orient (US) Real Estate GP, LLC and Rio dei Vetrai S.r.l.. He is also a Non-executive Director of Langham Hospitality Investments Limited and LHIL Manager Limited (Manager of the publicly listed Langham Hospitality Investments). Prior to joining the Group, he had worked at Citibank's investment banking division with a focus on Hong Kong's market. Mr. Lo is also a member of the Executive Committee of The Real Estate Developers Association of Hong Kong and a member of the Management Committee of The Federation of Hong Kong Hotel Owners Limited. He graduated from Washington University in St. Louis with a Bachelor of Arts in Psychology.

Mr. Lo is a son of Dr. Lo Ka Shui, being a substantial shareholder, the Chairman and Managing Director of the Company. Also, he is a grandson of Madam Lo To Lee Kwan, a nephew of Mr. Lo Hong Sui, Antony, Madam Law Wai Duen, Mr. Lo Hong Sui, Vincent and Dr. Lo Ying Sui, all being Directors of the Company, and a younger brother of Ms. Lo Bo Lun, Katherine, being senior management of the Company. As at the Latest Practicable Date, he has personal interest in 126,000 Shares and 1,095,000 share options of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lo did not hold any directorship in other listed public companies in the three years preceding the Latest Practicable Date.

Mr. Lo does not have any service contract with the Company or any of its subsidiaries which is not determinable by the employer within one year without payment of compensation (other than statutory compensations). He has not been appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws.

A Director's fee of HK$220,000 was paid to Mr. Lo in 2020. The Director's fee was proposed by the Board on the recommendation of the Remuneration Committee of the Company based on the general duties and responsibilities as a Director of the Company, and fixed by the Shareholders at the 2020 AGM as an ordinary remuneration payable to each Director. The basis and amount of Mr. Lo's emoluments are set out on page 80 in the Corporate Governance Report and note 11 to the consolidated financial Statements contained in the Company's 2020 Annual Report respectively.

Save as disclosed above, there is no other matters that need to be brought to the attention of the Shareholders in connection with Mr. Lo's re-election, and there is no other information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

3.

Professor Wong Yue Chim, Richard, aged 68, is an Independent Non-executive Director of the Company. He has been a Director of the Group since 1995 and is the Chairman of the Nomination Committee and a member of both the Audit Committee and the Remuneration Committee of the Company. Professor Wong is Provost and Deputy Vice-Chancellor and Chair of Economics at The University of Hong Kong. He is a leading figure in advancing economic research on policy issues in Hong Kong through his work as Founding Director of the Hong Kong Centre for Economic Research and the Hong Kong Institute of Economics and Business Strategy. He was awarded the Silver Bauhinia Star in 1999 in recognition of his contributions in education, housing, industry and technology development and was appointed a Justice of the Peace in 2000 by the Government of the Hong Kong Special Administrative Region. He is a member of Research Council of Our Hong Kong Foundation. Professor Wong is an Independent Non-executive Director of Pacific Century Premium Developments Limited and Sun Hung Kai Properties Limited, both of which are companies whose shares are listed on the Stock Exchange. During the past three years, he was an Independent Non-executive Director of Orient Overseas (International) Limited.

Professor Wong does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Professor Wong has a personal interest in 10,000 Shares and 257,610 share stapled units in Langham Hospitality Investments and Langham Hospitality Investments Limited within the meaning of Part XV of the SFO.

Save as disclosed above, Professor Wong did not hold any directorship in other listed public companies in the three years preceding the Latest Practicable Date or any position with the Company or other members of the Group.

Professor Wong does not have any service contract with the Company or any of its subsidiaries which is not determinable by the employer within one year without payment of compensation (other than statutory compensations). He has not been appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws.

A Director's fee of HK$220,000 was paid to Professor Wong in 2020. The Director's fee was proposed by the Board on the recommendation of the Remuneration Committee of the Company based on the general duties and responsibilities as a Director of the Company, and fixed by the Shareholders at the 2020 AGM as an ordinary remuneration payable to each Director. In addition, Professor Wong received annual remunerations of Board Committees in the aggregate sum of HK$290,000 for the year ended 31 December 2020. These remunerations were determined by the Board with reference to the time and effort involved in his specific duties and services, and the prevailing market conditions. The basis and amount of Professor Wong's emoluments are set out on page 80 in the Corporate Governance Report and note 11 to the consolidated financial statements contained in the Company's 2020 Annual Report respectively. Professor Wong has no other emoluments except the aforesaid Director's fee and remunerations.

Professor Wong, who has served the Board for more than 25 years, confirmed that he has satisfied all factors as set out in Rule 3.13 of the Listing Rules in assessing his independence. The Nomination Committee of the Company considered that his long service would not affect his exercise of independent judgment and was satisfied that Professor Wong has the required integrity and experience to continue fulfilling the role of Independent Non-executive Director.

Save as disclosed above, there is no other matters that need to be brought to the attention of the Shareholders in connection with Professor Wong's re-election, and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

4.

Mr. Lee Siu Kwong, Ambrose, aged 72, was appointed as an Independent Non-executive Director of the Company in January 2016 and is a member of each of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. He is currently an independent non-executive director of HSBC Bank (China) Company Limited and was a non-executive director of Digital Broadcasting Corporation Hong Kong Limited. Mr. Lee had served with the Hong Kong Government for 38 years and retired from it in 2012. He joined the Hong Kong Government as an Immigration Officer in 1974. He advanced through the ranks and in 1998, took charge of the Department as Director of Immigration. In 2002, Mr. Lee was appointed as Commissioner of the Independent Commission Against Corruption and one year later, he was appointed as Secretary for Security of the HKSAR Government. Throughout his years of service, Mr. Lee developed ample experience in government administration, executive management, law enforcement and crisis management. Mr. Lee was a Hong Kong deputy to the 12th National People's Congress and a Vice Chairman of the Council of Lifeline Express Hong Kong Foundation. He was awarded the Gold Bauhinia Star in 2009 and the Hong Kong Immigration Service Medal for Distinguished Service in 1998. Mr. Lee graduated from The University of Hong Kong with a Bachelor Degree of Science in Electrical Engineering and had also pursued administrative development and senior executive studies at Tsinghua University, University of Oxford, Harvard University and INSEAD.

Mr. Lee does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lee did not hold any directorship in other listed public companies in the three years preceding the Latest Practicable Date or any position with the Company or other members of the Group.

Mr. Lee does not have any service contract with the Company or any of its subsidiaries which is not determinable by the employer within one year without payment of compensation (other than statutory compensations). He has not been appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws.

A Director's fee of HK$220,000 was paid to Mr. Lee in 2020. The Director's fee was proposed by the Board on the recommendation of the Remuneration Committee of the Company based on the general duties and responsibilities as a Director of the Company, and fixed by the Shareholders at the 2020 AGM as an ordinary remuneration payable to each Director. In addition, Mr. Lee received annual remunerations of Board Committees in an aggregate sum of HK$280,000 for the year ended 31 December 2020. These remunerations were determined by the Board with reference to the time and effort involved in his specific duties and services, and the prevailing market conditions. The basis and amount of Mr. Lee's emoluments are set out on page 80 in the Corporate Governance Report and note 11 to the consolidated financial statements contained in the Company's 2020 Annual Report respectively. Mr. Lee has no other emoluments except the aforesaid Director's fee and remunerations.

Save as disclosed above, there is no other matters that need to be brought to the attention of the Shareholders in connection with Mr. Lee's re-election, and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

5.

Mr. Chu Shik Pui, aged 59, joined the Group in 1989 and was appointed as an Executive Director of the Company in December 2015. He is a member of the Finance Committee and also the Head of Tax and Investment primarily responsible for the Group's taxation, finance and investment matters. Mr. Chu is a fellow of The Chartered Association of Certified Accountants and an associate of The Hong Kong Institute of Certified Public Accountants. He is also a full member of the Society of Registered Financial Planners. Mr. Chu has over 30 years' aggregated experience in taxation, finance, accounting, legal, and acquisition and investment.

Mr. Chu does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, he has a personal interest in 292,554 Shares and 1,657,000 share options of the Company and 8,000 units in Champion Real Estate Investment Trust within the meaning of Part XV of the SFO.

Mr. Chu did not hold any directorship in other listed public companies in the three years preceding the Latest Practicable Date or any position with the Company or other members of the Group.

Mr. Chu does not have any service contract with the Company or any of its subsidiaries which is not determinable by the employer within one year without payment of compensation (other than statutory compensations). He has not been appointed for any specified length or proposed length of service with the Company but is subject to retirement by rotation and eligible for re-election pursuant to the Bye-laws.

A Director's fee of HK$220,000 was paid to Mr. Chu in 2020. The Director's fee was proposed by the Board on the recommendation of the Remuneration Committee of the Company based on the general duties and responsibilities as a Director of the Company, and fixed by the Shareholders at the 2020 AGM as an ordinary remuneration payable to each Director. The basis and amount of Mr. Chu's emoluments are set out on page 80 in the Corporate Governance Report and note 11 to the consolidated financial statements contained in the Company's 2020 Annual Report respectively.

Save as disclosed above, there is no other matters that need to be brought to the attention of the Shareholders in connection with Mr. Chu's re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules.

(Stock Code: 41)

NOTICE OF 2021 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 Annual General Meeting of Great Eagle Holdings Limited (the "Company") will be held at 32nd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong, on Thursday, 6 May 2021 at 3:30 p.m. for the following purposes:

• 1. To receive and consider the audited consolidated Financial Statements of the Company and its subsidiaries for the year ended 31 December 2020 together with the Reports of the Directors and Independent Auditor thereon.

• 2. To declare a final dividend of HK50 cents per share for the year ended 31 December 2020.

• 3. To declare a special final dividend of HK50 cents per share for the year ended

• 31 December 2020.

• 4. To re-elect Madam Law Wai Duen as an Executive Director.

• 5. To re-elect Mr. Lo Chun Him, Alexander as an Executive Director.

• 6. To re-elect Professor Wong Yue Chim, Richard as an Independent Non-executive Director.

• 7. To re-elect Mr. Lee Siu Kwong, Ambrose as an Independent Non-executive Director.

• 8. To re-elect Mr. Chu Shik Pui as an Executive Director.

• 9. To fix the Director's fee for each of the Directors of the Company at HK$220,000 per annum.

• 10. To re-appoint Messrs. Deloitte Touche Tohmatsu as the Company's Auditor and authorise the Board of Directors to fix the Auditor's remuneration.

As special businesses to consider and, if thought fit, pass with or without modification, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

11.

"THAT:

• (a) subject to paragraph (b) 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 buy-back ordinary shares in the capital of the Company (the "Shares") 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;

• (b) the aggregate number of the Shares which the Company is authorised to buy-back pursuant to the approval in paragraph (a) of this Resolution, shall not exceed 10 per cent of the total number of the Shares in issue at the date of passing this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this Resolution), and the said authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purpose of this Resolution:

  "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the next Annual General Meeting of the Company;

  • (ii) 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 the Companies Act 1981 of Bermuda (as amended) (or any other applicable law of Bermuda) to be held; and

  • (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting."

12.

"THAT:

• (a) subject to paragraph (c) 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 capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of the subscription or conversion rights attaching to any warrants, convertible bonds or other securities issued by the Company which are convertible into shares of the Company, (iii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to participants of shares or rights to acquire shares in the capital of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed the 20 per cent of the total number of shares of the Company in issue at the date of passing this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after passing of this Resolution) and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:

  "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the next Annual General Meeting of the Company;

  • (ii) 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 the Companies Act 1981 of Bermuda (as amended) (or any other applicable law of Bermuda) to be held; and

(iii)the revocation or variation of the authority given under this Resolution by 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 Company or by the Directors to holders of shares on the Registers 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 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)."

By Order of the Board
Great Eagle Holdings Limited
WONG Mei Ling, Marina
Company Secretary
Hong Kong, 26 March 2021
Registered Office:	Principal Place of Business in Hong Kong:
Victoria Place, 5th Floor	33rd Floor, Great Eagle Centre
31 Victoria Street	23 Harbour Road
Hamilton HM 10	Wanchai
Bermuda	Hong Kong
Notes:

• 1. A member entitled to attend the Annual General Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. The person appointed to act as proxy need not be a member of the Company. To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19, Shareholders are strongly encouraged to cast their votes by submitting a proxy form appointing the Chairman of the AGM as their proxy.

• 2. In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's principal place of business in Hong Kong at 33rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof.

  Completion and return of the form of proxy will not preclude you from attending and voting in person should you so wish. In the event that you attend the Annual General Meeting or adjourned meeting (as the case may be) after having lodged a form of proxy, the form of proxy will be deemed to have been revoked.

• 3. When there are joint registered holders of any share, any one of such persons may vote at the Annual General Meeting either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the Registers of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

• 4. The Registers of Members of the Company will be closed during the following periods and during these periods, no transfer of shares will be registered:

  • (i) To attend and vote at the 2021 Annual General Meeting

    For the purpose of ascertaining the Shareholders' entitlement to attend and vote at the 2021 Annual General Meeting, the Registers of Members will be closed from Monday, 3 May 2021 to Thursday, 6 May 2021, both days inclusive.

    In order to be eligible to attend and vote at the 2021 Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (the "Branch Share Registrar") for registration no later than 4:30 p.m. on Friday, 30 April 2021.

  • (ii) To qualify for the proposed 2020 final dividend and special final dividend

    For the purpose of ascertaining the Shareholders' entitlement to the proposed 2020 final dividend and special final dividend, the Registers of Members will be closed from Thursday, 13 May 2021 to Tuesday, 18 May 2021, both days inclusive.

    In order to qualify for the proposed 2020 final dividend and special final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Branch Share

• Registrar for registration no later than 4:30 p.m. on Wednesday, 12 May 2021.

• 5. The Board of Directors has recommended the payment of a final dividend of HK50 cents per share and a special final dividend of HK50 cents per share for the year ended 31 December 2020. Taken together with the interim dividend of HK33 cents per share and a special interim dividend of HK$1.50 per share paid on 6 October 2020, the total dividend for the year 2020 will be HK$2.83 per share. Dividend warrants and share certificates in respect of the proposed 2020 final dividend and special final dividend are expected to be despatched to the Shareholders on 21 June 2021.

• 6. Concerning Resolutions numbered 4 to 8 above, Madam Law Wai Duen, Mr. Lo Chun Him, Alexander, Professor Wong Yue Chim, Richard, Mr. Lee Siu Kwong, Ambrose and Mr. Chu Shik Pui, will retire from office at the 2021 Annual General Meeting and, being eligible, offer themselves for re-election and their biographical details together with other information are set out in Appendix II to the circular to Shareholders dated 26 March 2021 (the "Circular"). None of the Directors being proposed for re-election at the Annual General Meeting has a service contract with the Company or any of its subsidiaries which is not determinable by the Group within one year without payment of compensation, other than statutory compensation. Details of Directors' emoluments are set out in note 11 to the consolidated financial statements contained in the Annual Report 2020.

• 7. Concerning Resolution numbered 9 above, in accordance with the Bye-laws of the Company, the Directors shall be entitled to receive by way of remuneration for their services such sum as shall from time to time be determined by the Company in general meeting. The foregoing provision shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors' fees. It is proposed that the Director's fee for each of the Directors of the Company for the year ending 31 December 2021 shall be at HK$220,000 per annum (2020: HK$220,000 per annum).

• 8. Concerning Resolutions numbered 11 and 12 above, the Directors wish to state that there are no immediate plans to buy-back any existing Shares or issue any new shares or warrants under the general mandates sought to be granted. But there is a scrip dividend arrangement of the proposed 2020 final dividend, details of which will be set out in the circular to be despatched to the Shareholders together with the form of election for scrip dividend in May 2021. The explanatory statement containing the information necessary to enable the Shareholders to make an informed decision on whether to vote for or against Resolution numbered 11 to approve the buy-back by the Company of its own Shares, as required by the Rules Governing the Listing of Securities on the Stock Exchange is set out in Appendix I to the Circular.

• 9. The votes at the Annual General Meeting will be taken by poll.

• 10. If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 1:30 p.m. on Thursday, 6 May 2021, the 2021 Annual General Meeting will be rescheduled. The Company will publish an announcement on the Company's website atwww.GreatEagle.com.hkand the HKEXnews website atwww.hkexnews.hkto notify the Shareholders of the date, time and venue of the rescheduled meeting.

• 11. The Annual General Meeting venue has wheelchair access. Anyone accompanying a Shareholder in need of assistance will be admitted to the 2021 Annual General Meeting. If any member with a disability has a question regarding attendance, please contact the Company Secretarial Division of the Company by email [e-mail].

• 12. To protect the attending Shareholders, staff and stakeholders from the risk of infection of COVID-19, the Company will implement the following precautionary and control measures at the 2021 AGM against the pandemic:

  • (i) Compulsory body temperature check

  • (ii) Compulsory wearing of surgical facial masks

  • (iii) Mandatory health declaration

  • (iv) Maintaining a safe distance between seats

  • (v) No provision of refreshments or beverages

  • (vi) No distribution of coupons for subsequent consumption

  Should anyone seeking to attend the 2021 AGM decline to submit to these requirements or be found to be suffering from a fever (i.e. having a body temperature of over 37.5 degrees Celsius) or otherwise unwell, the Company reserves the right to refuse such person's admission to the 2021 AGM.

• 13. Subject to the development of COVID-19, the Company may change the 2021 AGM arrangements at short notice and may issue further announcement as appropriate. Shareholders should check the Company's website (www.GreatEagle.com.hk) for updates on the latest arrangement of the 2021 AGM.