Luks Vietnam : Circulars - Circular on General Mandates to Issue Shares and to Repurchase by the Company of Its Own Shares and Re-election of Directors and Notice of Annual General Meeting

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold all or transferred all your shares in LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, a stockbroker or other registered dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

LUKS GROUP (VIETNAM HOLDINGS) CO. LTD.

陸 氏 集 團（ 越 南 控 股 ）有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 366) CIRCULAR ON GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE BY THE COMPANY OF ITS OWN SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

This circular explains the proposed granting of the General Issue Mandate, the Repurchase Mandate and the Extension Mandate to be passed as ordinary resolutions and re-election of Directors at the Annual General Meeting of the Company to be held at InterContinental Grand Stanford Hong Kong Hotel, Academy Room III, 1/F, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 3:30 pm on Thursday 25 May 2017.

A notice convening the Annual General Meeting is set out in pages 14 to 17 of this circular and a form of proxy for use at the Annual General Meeting is enclosed together with this circular.

31 March 2017

Pages

DEFINITIONS ...................................................................................................................... 1 LETTER FROM THE CHAIRMAN ................................................................................. 3 APPENDIX I - EXPLANATORY STATEMENT ON REPURCHASE OF THE COMPANY'S SHARES.................................................. 7 APPENDIX II - DETAILS OF THE DIRECTORS TO BE RE-ELECTED ...... 11 APPENDIX III - NOTICE OF ANNUAL GENERAL MEETING ...................... 14

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

"Annual General Meeting" the annual general meeting of the Company to be held at

InterContinental Grand Stanford Hong Kong Hotel, Academy Room III, 1/F, 70 Mody Road, Tsimshatsui East, Kowloon,

Hong Kong at 3:30 pm on Thursday 25 May 2017

"associate" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Bye-laws" the bye-laws of the Company

"Company" Luks Group (Vietnam Holdings) Company Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Directors" the directors of the Company

"Extension Mandate" The proposed general mandate to be sought at the Annual

General Meeting to authorize the Directors to extend the General Issue Mandate and the Repurchase Mandate in the manner as set out in the notice of Annual General Meeting

"General Issue Mandate" the proposed general mandate to be sought at the Annual

General Meeting to authorize the Directors to exercise the power of the Company to allot, issue and deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the resolution approving the said mandate

"Group" the Company and its subsidiaries

"Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" 29 March 2017 being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein

"Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange

"Repurchase Mandate" the proposed general mandate to be sought at the Annual

General Meeting to authorize the Directors to exercise the power of the Company to repurchase Shares in the manner as set out in the notice of Annual General Meeting

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" share(s) of HK$0.01 each in the issued share capital of the Company

"Shareholder(s)" holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited "substantial shareholder(s)" has the meaning ascribed to it under the Listing Rules "Takeovers Code" The Hong Kong Code on Takeovers and Mergers

"HK$" Hong Kong dollars, the lawful currency of Hong Kong