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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in OOH Holdings Limited (the ''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer 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.

OOH Holdings Limited

奧 傳 思 維 控 股 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 8091)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (''AGM'') to be held at Dorsett Kwun Tong, Hong Kong, 84 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Friday, 18 August 2017 at 2: 00 p.m. is set out on pages 16 to 20 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

This circular will remain on the GEM website at www.hkgem.com on the ''Latest Company Announcements'' page for at least 7 days from the date of posting and on the website of the Company at www.ooh.com.hk.

30 June 2017

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (''GEM'') OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE ''EXCHANGE'')

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Page

DEFINITIONS .... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD

INTRODUCTION .... ........ ....... ....... ........ ....... ........ ....... ....... 3

PROPOSED GRANTING OF GENERAL MANDATES AND

REPURCHASE SHARES .... ....... ....... ........ ....... ........ ....... ....... 4

RE-ELECTION OF RETIRING DIRECTORS . . ........ ....... ........ ....... ....... 4

AGM . ........ ....... ........ ....... ....... ........ ....... ........ ....... ....... 5

CLOSURE OF REGISTER OF MEMBERS FOR THE AGM ... ........ ....... ....... 6

RESPONSIBILITY STATEMENT ..... ....... ........ ....... ........ ....... ....... 6

RECOMMENDATION. ........ ....... ....... ........ ....... ........ ....... ....... 6

APPENDIX I - EXPLANATORY STATEMENT ON REPURCHASE MANDATE .... 7

APPENDIX II - DETAILS OF THE RETIRING DIRECTORS PROPOSED

FOR RE-ELECTION 10

NOTICE OF ANNUAL GENERAL MEETING 16

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

''AGM'' the annual general meeting of the Company to be held at Dorsett Kwun Tong, Hong Kong, 84 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Friday, 18 August 2017 at 2: 00 p.m., the notice of which is set out on page 16 to 20 of this circular

''Articles'' the articles of association of the Company, as amended from time to time

''Board'' the board of Directors

''Close Associate'' has the same meaning ascribed to it under the GEM Listing

Rules

''Company'' OOH Holdings Limited, a company incorporated in the Cayman Islands with limited liability with its shares listed on the GEM

''Core Connected Person'' has the same meaning ascribed to it under the GEM Listing

Rules

''Director(s)'' the director(s) of the Company

''GEM'' the Growth Enterprise Market of the Stock Exchange

''GEM Listing Rules'' the Rules Governing the Listing of Securities on the GEM, as

amended, supplemented or otherwise modified from time to time

''Group'' the Company and its subsidiaries from time to time

''HK$'' Hong Kong Dollars, the lawful currency of Hong Kong

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

''Latest Practicable Date'' 27 June 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

''Listing Date'' 5 January 2017, on which dealings in the Shares first commenced on GEM

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

''Share(s)'' the ordinary share(s) in the share capital of the Company

''Shareholder(s)'' the registered holder(s) of the Share(s)

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Takeovers Code'' the Hong Kong Code on Takeovers and Mergers

''%'' per cent.

OOH Holdings Limited

奧 傳 思 維 控 股 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 8091)

Executive Directors:

Ms. CHAU Wai Chu Irene

(Chairlady and Chief Executive Officer)

Ms. CHEUNG Kit Yi

Mr. LEAN Chun Wai

Non-Executive Director:

Mr. DA SILVA Antonio Marcus

Independent Non-Executive Directors:

Ms. AU Shui Ming Anna Mr. LIANG Man Kit Jerry Mr. HO Alfred Chak Wai

Registered Office:

Cricket Square

Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111

Cayman Islands

Principal Place of Business in Hong Kong:

Suite A5, 9/F

Jumbo Industrial Building 189 Wai Yip Street

Kwun Tong, Kowloon Hong Kong

30 June 2017

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM, amongst others, for (i) granting the general mandates to the Directors to allot, issue, deal with new Shares and repurchase existing Shares; and (ii) the re-election of retiring Directors.

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

On 19 December 2016, resolutions were passed by the Shareholders at the general meeting of the Company giving general mandates to the Directors (i) to allot, issue and deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal value of the issued share capital of the Company; (ii) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company; and

  1. to add to the general mandate for issuing Shares set out in paragraph (i) above the number of Shares repurchased by the Company pursuant to the repurchase mandate set out in paragraph (ii) above. The above general mandates will expire at the conclusion of the AGM.

    At the AGM, three separate ordinary resolutions will be proposed for the purposes for granting general mandates to the Directors:

  2. to allot, issue and deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue (the ''Issue Mandate'') as at the date of passing the resolution approving the Issue Mandate;

  3. to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue (the ''Repurchase Mandate'') as the date of passing the resolution approving the Repurchase Mandate; and

  4. to add to the general mandate for issuing Shares set out in paragraph (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate (the ''Extension of Share Issue Mandate'').

  5. The full text of the three resolutions to be proposed at the AGM as referred to above are set out in resolution nos. 11, 12 and 13 in the notice of the AGM contained in pages 16 to 20 of this circular.

    An explanatory statement giving the particulars required under rule 13.08 of the GEM Listing Rules in respect of the Repurchase Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution is set out Appendix I to this circular.

    RE-ELECTION OF RETIRING DIRECTORS

    The Board currently consists of seven Directors, namely Ms. CHAU Wai Chu Irene, Ms. CHEUNG Kit Yi, Mr. LEAN Chun Wai, Mr. DA SILVA Antonio Marcus, Ms. AU Shui Ming Anna, Mr. LIANG Man Kit Jerry and Mr. HO Alfred Chak Wai.

    Pursuant to article 83(3) of the Articles, the Directors shall have power from time to time and at any time to appoint any person as a director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

    Pursuant to article 84(1) of the Articles, at each annual general meeting one-third of the Directors for the time being (or if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

    Accordingly, Ms. CHAU Wai Chu Irene, Ms. CHEUNG Kit Yi, Mr. LEAN Chun Wai, Mr. DA SILVA Antonio Marcus, Ms. AU Shui Ming Anna, Mr. LIANG Man Kit Jerry and Mr. HO Alfred Chak Wai shall retire at the AGM and being eligible, offer themselves for re-election.

    The biographical details of above mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

    The re-election of Directors has been reviewed by the nomination committee of the Company which recommended to the Board that the re-election be proposed for Shareholders' approval at the AGM. The nomination committee of the Company has also assessed the independence of all the Independent Non-executive Directors (''INEDs''). All the INEDs satisfy the Independence Guidelines set out in rule 5.09 of the GEM Listing Rules and have provided to the Company an annual written confirmation of their independence.

    AGM

    The notice convening the AGM is set out on pages 16 to 20 of this circular.

    A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

    Pursuant to rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results will be made by the Company after the AGM, in the manner prescribed under rule 17.47(5) of the GEM Listing Rules, on the results of the AGM.

    CLOSURE OF REGISTER OF MEMBERS FOR THE AGM

    The Company's register of members will be closed for transfer of the Shares to determine the rights to attend and vote at the AGM from 15 August 2017 to 18 August 2017 (both dates inclusive). No transfer of Shares will be registered during this book closure period. In order to qualify for attending and voting at the AGM, all transfers of Shares, accompanied by the relevant Share certificates and transfer forms, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4: 30 p.m. on 14 August 2017.

    RESPONSIBILITY STATEMENT

    This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

    RECOMMENDATION

    The Directors consider that the proposed granting of the Issue Mandate, the Repurchase Mandate, the Extension of the Share Issue Mandate and the re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors, together with their Close Associates, intend to vote in favour of the relevant resolutions in respective shareholdings in Company and recommend Shareholders to vote in favour of such relevant resolutions to be proposed at the AGM.

    Yours faithfully

    By the order of the Board of

    OOH HOLDINGS LIMITED

    CHAU Wai Chu Irene

    Chairlady and Chief Executive Officer

    This appendix serves as an explanatory statement, as required pursuant to rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate.

    1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

      The GEM Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities on the Stock Exchange subject to certain restrictions.

    2. SHAREHOLDERS' APPROVAL

      All proposed repurchase of securities (which must be fully paid up in the case of shares) by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the shareholders, either by way of general mandate or by specific approval of a particular transaction.

    3. SHARE CAPITAL

      As at the Latest Practicable Date, a total of 720,000,000 Shares were in issue. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares. Assuming that no further Shares are issued or repurchased during the period from the Latest Practicable Date until the AGM, exercise in full of the Repurchase Mandate, on the basis of 720,000,000 Shares in issue as at the Latest Practicable Date, could result in up to a maximum of 72,000,000 Shares being repurchased by the Company.

    4. REASONS FOR REPURCHASE

      The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases, depending on market conditions and funding arrangements at the time, may lead to enhancement of the net asset value of the Company and/or the earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. The number of Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

    5. SOURCE OF FUNDS

      The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed by the Company's internal resources.

      In repurchasing the Shares, the Company may only apply funds which are legally available for such purposes in accordance with the constitutive documents of the Company, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands. The laws of the Cayman Islands provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the company that would otherwise be available for distribution by way of dividend or distribution or the proceeds of a new issue of shares made for the purpose of the repurchase. It is envisaged that the funds required for any repurchase of the Shares would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.

    6. EFFECT OF EXERCISING THE REPURCHASE MANDATE

      The exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts contained in the annual report of the Company for the year ended 31 March 2017).

      The Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts contained in the annual report of the Company for the year ended 31 March 2017) which in the opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

    7. DIRECTORS AND CORE CONNECTED PERSONS

      None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their respective Close Associates have any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Share to the Company or its subsidiaries. No Core Connected Persons have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

    8. DIRECTORS' UNDERTAKING

      The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

    9. EFFECT OF THE TAKEOVERS CODE

      If, as a result of the Company exercising its powers to repurchase securities pursuant to the Repurchase 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 the Takeovers Code. As a result, a Shareholder, or a 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 or 32 of the Takeovers Code.

      To the best of the Directors' knowledge and belief having made all reasonable enquiries, they are not aware of any consequences which may arise under the Takeovers Code as a result of any purchase made under the Repurchase Mandate. However, the Company undertakes not to repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

    10. SHARE REPURCHASES MADE BY THE COMPANY

      No repurchase of Shares had been made by the Company during the 6 months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

    11. SHARE PRICES

      12. The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the period from the Listing Date up to the Latest Practicable Date were as follows:

      Price per Share

      Highest

      HK$

      Lowest

      HK$

      2017

      January (since the Listing Date)

      9.800

      0.208

      February

      0.243

      0.206

      March

      0.224

      0.201

      April

      0.216

      0.184

      May

      0.206

      0.179

      June (up to the Latest Practicable Date)

      0.230

      0.165

    OOH Holdings Ltd. published this content on 29 June 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 24 July 2017 08:19:05 UTC.

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