Playmates Toys : GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES, ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this Circular or as to the action to be taken, you should consult your stockbroker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Playmates Toys Limited, you should at once hand this Circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

PLAYMATES TOYS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 869)

GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Resolutions will be proposed at the Annual General Meeting to be held at 11th Floor, The Toy House, 100 Canton Road, Tsimshatsui, Kowloon, Hong Kong, on Friday, 21 May 2021 at 11:00 a.m. to approve the matters referred to in this Circular. The notice convening the Annual General Meeting is set out in Appendix III to this Circular. If you are unable to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy enclosed with this Circular in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting.

24 March 2021

CONTENTS
Pages
Definitions .........................................................	1
Letter from the Board ...............................................	3
Appendix I - Repurchase Mandate Explanatory Statement ...............	7
Appendix II - Details of the Directors to be elected ......................	11
Appendix III - Notice of Annual General Meeting ........................	16
-i-

In this Circular, unless the context otherwise requires, capitalized terms used shall have the following meanings:

"Annual General Meeting" or	the annual general meeting of the Company to be held
"AGM"	at 11th Floor, The Toy House, 100 Canton Road,
Tsimshatsui, Kowloon, Hong Kong, on Friday, 21 May
2021 at 11:00 a.m.
"AGM Notice"	the notice dated 24 March 2021 convening the Annual
General Meeting as set out in Appendix III to this
Circular
"Board"	the board of directors of the Company
"Bye-laws"	bye-laws of the Company
"Companies Act"	the Companies Act 1981 of Bermuda (as amended from
time to time)
"Company"	Playmates Toys Limited, a company incorporated in
Bermuda with limited liability whose shares are listed
on the Stock Exchange
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries
"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
"Issue Mandate"	the general and unconditional mandate to the Directors
to exercise the power of the Company to allot, issue or
otherwise deal with Shares up to a maximum of 20%
of the total number of issued shares of the Company as
at the date of passing of the relevant resolution
approving the grant of such mandate
"Latest Practicable Date"	18 March 2021, 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 Rules"	the Rules Governing the Listing of Securities on the
Stock Exchange
-1-

"Repurchase Mandate"

the general and unconditional mandate to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the aggregate number of issued shares of the Company as at the date of passing of the relevant resolution approving the grant of such mandate

"SFO"

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

"Shareholder(s)"

holder(s) of the Shares

"Shares"

ordinary share(s) of HK$0.01 each in the share capital of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

The Codes on Takeovers and Mergers and Share Repurchases

"%"

per cent

PLAYMATES TOYS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 869)

Mr. TO Shu Sing, Sidney (Chairman)	Registered office:
Mr. CHAN Kong Keung, Stephen (Executive Director)	Clarendon House
Mr. CHENG Bing Kin, Alain (Executive Director)	2 Church Street
Mr. CHOW Yu Chun, Alexander	Hamilton HM 11
(Independent Non-executive Director)	Bermuda
Mr. LAM Wai Hon, Ambrose
(Independent Non-executive Director)	Principal office:
Mr. LEE Ching Kwok, Rin	23rd Floor,
(Independent Non-executive Director)	The Toy House,
Mr. TRAN Vi-hang Willam (Executive Director)	100 Canton Road, Tsimshatsui,
Hong Kong
24 March 2021
To Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the annual general meeting of the Company held on 19 June 2020 resolutions were passed giving general mandates to the Directors to issue and allot Shares and to exercise the powers of the Company to repurchase its own Shares in accordance with the rules regulating the repurchase by companies having a primary listing on Stock Exchange of their own shares as contained in the Listing Rules. These mandates will lapse at the conclusion of the forthcoming Annual General Meeting which is to be held on 21 May 2021 unless renewed at that meeting. It is therefore proposed that the general mandates to issue and allot Shares and to repurchase Shares will be renewed at the Annual General Meeting.

The purpose of this Circular is to provide you with the relevant information regarding the Issue Mandate, the Repurchase Mandate and the election of Directors; and to seek your approval of the resolutions to be proposed at the Annual General Meeting.

GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 19 June 2020, resolutions were passed giving general mandate to the Directors to repurchase its own Shares in accordance with the rules regulating the repurchase by companies having a primary listing on Stock Exchange of their own shares as contained in the Listing Rules. Such mandate will lapse at the conclusion of the forthcoming Annual General Meeting unless renewed at that meeting.

An ordinary resolution will be put forward at the Annual General Meeting to give a Repurchase Mandate to the Directors to repurchase the Shares at any time until either the conclusion of the next annual general meeting of the Company following the passing of the resolution (unless the mandate is renewed at such meeting) or the expiration of the period within which the next annual general meeting of the Company is required by Bermuda law or the Bye-laws to be held or until the mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earliest. The Shares which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the entire issued share capital of the Company at the date of the passing of the resolution approving the Repurchase Mandate.

As at the Latest Practicable Date, the entire issued share capital of the Company comprised 1,180,000,000 Shares.

Subject to the passing of the ordinary resolution to approve the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 118,000,000 Shares.

An explanatory statement as required under the Listing Rules to provide the requisite information is set out in Appendix I hereto.

GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 19 June 2020, resolutions were passed giving general mandate to the Directors to issue and allot Shares up to 20% of the total issued share of the Company as at the date of passing of the relevant resolution. Such mandate will lapse at the conclusion of the forthcoming Annual General Meeting unless renewed at that meeting.

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given an Issue Mandate to issue new Shares representing up to 20% of the total number of issued shares of the Company as at the date the resolution is passed. In addition, an ordinary resolution will also be proposed at the Annual General Meeting to authorise an extension of such general mandate to the Directors to issue new Shares during the period up to the next annual general meeting of the Company or such earlier period as stated in the relevant resolution by adding to the aggregate number of Shares which may be allotted oragreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate such number of Shares that will be repurchased under the Repurchase Mandate, if granted.

As at the Latest Practicable Date, the entire issued share capital of the Company comprised 1,180,000,000 Shares.

Subject to the passing of the ordinary resolution to approve the Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Issue Mandate to issue a maximum of 236,000,000 Shares.

The Directors consider that the Issue Mandate will enhance the flexibility for the Company to raise equity financing in future to the extent permitted under the Listing Rules and the Issue Mandate. The Directors confirm that no Share has been issued by the Company under the Issue Mandate granted at the last annual meeting on 19 June 2020.

ELECTION OF DIRECTORS

Pursuant to Bye-law 87(1), at each annual general meeting at least one-third of the Directors for the time being (or, if their number is not a multiple of three, 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 according to the rules of the Stock Exchange. At the forthcoming Annual General Meeting, Mr. To Shu Sing, Sidney, Mr. Cheng Bing Kin, Alain and Mr. Lee Ching Kwok, Rin who are subject to retirement by rotation under Bye-law 87(1), will retire at the Annual General Meeting.

Mr. To and Mr. Cheng will offer themselves for re-election at the same meeting. The biographical details of Mr. To and Mr. Cheng are set out in Appendix II to this Circular.

Mr. Lee will retire from the Board upon expiry of the present term of directorship at the forthcoming Annual General Meeting and will not offer himself for re-election. Consequently, Mr. Lee will cease to be a director of the Company at the conclusion of the Annual General Meeting. Mr. Lee has confirmed that he has no disagreement with the Board and there is no matter in relation to his retirement that needs to be brought to the attention of the Shareholders.

The Board would like to express sincere appreciation to Mr. Lee for his invaluable contribution to the Group during his tenure of office.

In accordance with Bye-law 88 and subject to the approval by the Shareholders at Annual General Meeting, the Board proposed that Mr. Ip Shu Wing, Charles and Mr. Yu Hon To, David be appointed as independent non-executive directors of the Company at the Annual General Meeting. The biographical details of Mr. Ip and Mr. Yu are set out in Appendix II to this Circular.

ANNUAL GENERAL MEETING

The AGM Notice is set out in Appendix III to this Circular. At the Annual General Meeting, ordinary resolutions will be proposed to approve the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate to include the number of Shares which are repurchased pursuant to the Repurchase Mandate and the election of Directors. As far as the Directors are aware, no Shareholder or its associate(s) is considered as having material interests different from other Shareholders in any of the resolutions proposed to be passed at the Annual General Meeting and therefore all Shareholders will be entitled to vote on all resolutions at the Annual General Meeting.

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend this meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrars, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, each of the resolutions set out in the AGM Notice will be taken by way of poll.

RECOMMENDATION

The Board believe that (i) the grant of the Repurchase Mandate; (ii) the grant of Issue Mandate; and (iii) the election of Directors as set out in the AGM Notice are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions at the Annual General Meeting.

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.

Yours faithfully,

For and on behalf of the Board

TO Shu Sing, Sidney

Chairman

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate and should be read in conjunction with the letter from the Board hereinbefore appearing.

1. SHARE CAPITAL

As at the Latest Practicable Date, the entire issued share capital of the Company comprised 1,180,000,000 Shares.

Subject to the passing of the ordinary resolution to approve the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 118,000,000 Shares.

2. FUNDING OF REPURCHASES

Repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available for the purpose in accordance with the Bye-laws and the laws of the jurisdiction in which the Company is incorporated.

The Companies Act 1981 of Bermuda provides 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 which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company.

3. FINANCIAL EFFECT OF REPURCHASES

In the event that the share repurchase proposed to be authorised were to be carried out in full at any time during the proposed repurchase period, there might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the Company's audited accounts for the year ended 31 December 2020). However, the Directors have no current intention to exercise the Repurchase Mandate to an extent that might result in, having regard to the relevant circumstances, a material adverse impact on the working capital or gearing position of the Company.

4. SHARE PRICES

The highest and lowest prices at which Shares have been traded on the Stock Exchange during each of the previous twelve months were as follows:

Highest	Lowest
HK$	HK$
March 2020	0.365	0.222
April 2020	0.330	0.228
May 2020	0.325	0.260
June 2020	0.275	0.250
July 2020	0.265	0.245
August 2020	0.249	0.230
September 2020	0.260	0.226
October 2020	0.310	0.240
November 2020	0.315	0.265
December 2020	0.370	0.300
January 2021	0.360	0.300
February 2021	0.345	0.300

5. EFFECT OF TAKEOVERS CODE

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the ordinary resolution to be proposed at the Annual General Meeting in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

If, on the exercise of the power to repurchase Shares 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 purposes of 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.

APPENDIX IREPURCHASE MANDATE EXPLANATORY STATEMENT

The following table sets out the interests of substantial Shareholders which fall to be disclosed to the Company under Part XV of the SFO as at the Latest Practicable Date.

Total no. of

Name	Shares held	% of Shares
Chan Chun Hoo, Thomas	615,836,000 (Note 1)	52.19%
TGC Assets Limited	615,836,000 (Note 2)	52.19%
Playmates Holdings Limited	600,000,000 (Note 3)	50.85%
PIL Management Limited	600,000,000 (Note 3)	50.85%
PIL Investments Limited	600,000,000 (Note 3)	50.85%
PIL Toys Limited	600,000,000	50.85%
Notes:

• (1) Mr. Chan Chun Hoo, Thomas ("Mr. Chan") is the beneficial owner of all of the issued share capital of TGC Assets Limited ("TGC") and is therefore deemed to be interested in the 615,836,000 Shares in aggregate which TGC is interested in.

• (2) TGC is directly interested in 15,836,000 Shares. Furthermore, since TGC directly owns approximately 51.36% of the shareholding of Playmates Holdings Limited ("PHL") and it is also deemed to be interested in the 600,000,000 Shares in aggregate which PHL is interested in.

• (3) PIL Management Limited is a wholly-owned subsidiary of PHL; PIL Investments Limited is a wholly-owned subsidiary of PIL Management Limited; and PIL Toys Limited is a wholly-owned subsidiary of PIL Investments Limited. PHL, PIL Management Limited and PIL Investments Limited are therefore deemed to be interested in the 600,000,000 Shares in which PIL Toys Limited is beneficially interested in.

In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, then the respective shareholding of (i) Mr. Chan and TGC; and (ii) PHL, PIL Management Limited, PIL Investments Limited and PIL Toys Limited would be increased to approximately 57.99% and 56.50%. In the opinion of the Directors, such increase would not give rise to a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The Directors shall ensure that no share repurchase would result in the aggregate number of Shares held by public Shareholders falling below the minimum percentage specified by the stock exchange in respect of the Company.

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, their close associates has any present intention to sell any Shares to the Company under the Repurchase Mandate if such Repurchase Mandate is approved by the Shareholders.

None of the core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. SHARE REPURCHASES MADE BY THE COMPANY

No share repurchases have been made by the Company on the Stock Exchange in the previous six months.

7. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders as a whole for the Directors to have the power to repurchase Shares pursuant to the Repurchase Mandate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the earnings per share of the Company and will only be made when the Directors believe that such a share repurchase will benefit the Company and its Shareholders as a whole.

Pursuant to the Listing Rules, the details of the Directors to be elected at the forthcoming Annual General Meeting are provided below:

TO Shu Sing, Sidney

Chairman and Executive Director

Mr. To, aged 63, joined the Group in 1986. Prior to joining the Group, he had 9 years working experience with multi-national marketing and manufacturing companies. Over the years, he has served the Group in a number of functional areas including sales and marketing, licensing, strategic business development and corporate communication. He holds an Executive Master of Business Administration degree from Simon Fraser University, British Columbia, Canada. Mr. To was appointed Chairman of the Board in May 2017.

Mr. To is also the chairman of the board of Playmates Holdings Limited and a director of a number of subsidiaries of the Group. Apart from the Company and Playmates Holdings Limited, he has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years.

Mr. To has entered into a service contract with the Company for a term of three years commencing from 1 July 2020, subject to his re-appointment by the Company at general meeting upon retirement by rotation pursuant to the Bye-laws. Pursuant to the terms of the service contract, he will be entitled to a fixed sum of HK$10,000 (or such other fixed fee as the Compensation Committee may recommend from time to time) for each financial year of the Company as ordinary remuneration in respect of his capacity as a member of the Board which is determined with reference to the remuneration policy of the Group and recommendation from the Compensation Committee.

He does not have any relationship with any directors, senior management or any substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. To was deemed to be interested, within the meaning of Part XV of the SFO, in 10,000,000 Shares and 2,000,000 share options of the Company; and 20,000,000 shares of Playmates Holdings Limited.

There is no other information relating to Mr. To that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter that needs to be brought to the attention of Shareholders.

CHENG Bing Kin, Alain

Executive Director

Mr. Cheng, aged 58, was appointed a director of the Company in March 2010. He is the Group Legal Counsel and also an executive director of Playmates Holdings Limited. Mr. Cheng was admitted to practise as solicitor in Hong Kong in 1996 and qualified in England and Wales in 1997. Mr. Cheng is also a Chartered Accountant and a CPA of the Hong Kong Institute of Certified Public Accountants.

Apart from the Company and Playmates Holdings Limited, Mr. Cheng has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years.

Mr. Cheng has entered into a service contract with the Company for a term of three years commencing from 1 July 2020, subject to his re-appointment by the Company at general meeting upon retirement by rotation pursuant to the Bye-laws. Pursuant to the terms of the service contract, he will be entitled to a fixed sum of HK$10,000 (or such other fixed fee as the Compensation Committee may recommend from time to time) for each financial year of the Company as ordinary remuneration in respect of his capacity as a member of the Board which is determined with reference to the remuneration policy of the Group and recommendation from the Compensation Committee.

He does not have any relationship with any directors, senior management or any substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Cheng was deemed to be interested, within the meaning of Part XV of the SFO, in 2,000,000 Shares and 1,200,000 share options of the Company; and 2,300,000 shares of Playmates Holdings Limited.

There is no other information relating to Mr. Cheng that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter that needs to be brought to the attention of Shareholders.

IP Shu Wing, Charles

Mr. Ip, aged 70, is proposed by the Board to be appointed as an independent non-executive director of the Company at the Annual General Meeting. Mr. Ip has 40 years of experience in business management and has held a number of key management positions in various multi-national corporations.

Mr. Ip is an independent non-executive director of Playmates Holdings Limited. Apart from the above disclosed, Mr. Ip has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years.

Mr. Ip is proposed to be appointed for a fixed term of three years commencing on the date of the Annual General Meeting pursuant to a service agreement to be entered into between the Company and Mr. Ip, and will be subject to re-appointment by the Company at general meeting upon retirement by rotation pursuant to the Bye-laws. Mr. Ip will be entitled to a fixed sum of HK$330,000 (or such other fixed fee as the Compensation Committee may recommend from time to time) for each financial year of the Company as ordinary remuneration in respect of his capacity as a member of the Board which is determined with reference to the remuneration policy of the Group and recommendation from the Compensation Committee.

He does not hold any position with the Company and other members of the Group. He does not have any relationship with any other directors, senior management or any substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Ip was deemed to be interested, within the meaning of Part XV of the SFO, in 2,487,026 Shares and 3,320,800 shares of Playmates Holdings Limited.

The Directors consider that Mr. Ip will contribute to the Board on the development of the Company's strategy and policies by his skills and expertise. His extensive experience in commercial and business management will also contribute to the diversity of the Board. The nomination has been considered in accordance with the Nomination Policy and the objective criteria therein (including but not limited to skills, knowledge, experience, expertise, professional and educational qualifications), with due regard for the benefits of diversity as set out in the Board Diversity Policy. Mr. Ip has given a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules to the Company. The Board and the Nomination Committee of the Company have assessed his independence and are not aware of any circumstance that might influence Mr. Ip in exercising independent judgement. The Board is satisfied of the independence of Mr. Ip. The Board recommends Mr. Ip to be appointed.

There are no other information relating to Mr. Ip that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter that needs to be brought to the attention of Shareholder.

YU Hon To, David

Mr. Yu, aged 72, is proposed by the Board to be appointed as an independent non-executive director of the Company at the Annual General Meeting. He is a fellow member of The Institute of Chartered Accountants in England and Wales and an associate member of the Hong Kong Institute of Certified Public Accountants. He was a partner of an international accounting firm with extensive experience in corporate finance.

Mr. Yu is an independent non-executive director of various listed companies in Hong Kong including Playmates Holdings Limited, MS Group Holdings Limited, China Renewable Energy Investment Limited, China Resources Gas Group Limited, Keck Seng Investments (Hong Kong) Limited, Media Chinese International Limited, New Century Asset Management Limited (as manager of New Century Real Estate Investment Trust), and One Media Group Limited. He is also a non-executive director of Haier Smart Home Co., Limited. All these companies are listed on the main board of the Stock Exchange. He resigned as an independent non-executive director of Haier Electronics Group Co., Limited on 24 December 2020. Apart from the above disclosed, Mr. Yu has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years.

Mr. Yu is proposed to be appointed for a fixed term of three years commencing on the date of the Annual General Meeting pursuant to a service agreement to be entered into between the Company and Mr. Yu, and will be subject to re-appointment by the Company at general meeting upon retirement by rotation pursuant to the Bye-laws. Mr. Yu will be entitled to a fixed sum of HK$330,000 (or such other fixed fee as the Compensation Committee may recommend from time to time) for each financial year of the Company as ordinary remuneration in respect of his capacity as a member of the Board which is determined with reference to the remuneration policy of the Group and recommendation from the Compensation Committee.

He does not hold any position with the Company and other members of the Group. He does not have any relationship with any directors, senior management or any substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Yu was deemed to be interested, within the meaning of Part XV of the SFO, in 1,241,600 Shares and 5,700,000 shares of Playmates Holdings Limited.

The Directors consider that Mr. Yu will contribute to the Board on the development of the Company's strategy and policies by his skills, expertise and qualifications. His extensive experience in commercial, finance and investment management will also contribute to the diversity of the Board. The nomination has been considered in accordance with the Nomination Policy and the objective criteria therein (including but not limited to skills, knowledge, experience, expertise, professional and educational qualifications), with due regard for the benefits of diversity as set out in the Board Diversity Policy. Mr. Yu has given a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules to the Company. The Board and the Nomination Committee of the Company have assessed his independence and are not aware of any circumstance that might influence Mr. Yu in exercising independent judgement. The Board is satisfied of the independence of Mr. Yu.

Mr. Yu is a retired professional accountant and is not in full time employment. He confirmed and the Board considers that he will be able to devote sufficient time to the Board notwithstanding that fact that he is currently holding directorships in more than seven listed companies. The Board recommends Mr. Yu to be appointed.

There is no other information relating to Mr. Yu that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter that needs to be brought to the attention of Shareholders.

PLAYMATES TOYS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 869)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Playmates Toys Limited (the "Company") will be held at 11/F., The Toy House, 100 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 21 May 2021 at 11:00 a.m. for the following purposes:

• 1. To receive and consider the accounts and the reports of the directors and auditors of the Company for the year ended 31 December 2020;

  2. (a) To re-elect the retiring directors of the Company, including:

  • (i) Mr. To Shu Sing, Sidney;

  • (ii) Mr. Cheng Bing Kin, Alain;

  • (b) To approve the appointment of directors of the Company, including:

    • (i) Mr. Ip Shu Wing, Charles;

    • (ii) Mr. Yu Hon To, David;

• 3. To appoint Grant Thornton Hong Kong Limited as the auditors of the Company; and

• 4. As special business to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

A. "THAT:

• (a) the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares of HK$0.01 each in the capital of the Company, subject to paragraph (b) below, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company which may be repurchased by the Company on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the

Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company on the date of passing this Resolution and the said approval shall be limited accordingly; and

(c) for the purposes of this Resolution:

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

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Act 1981 of Bermuda or the Company's bye-laws to be held; or

• (iii) the date on which the authority given under this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

B. "THAT:

the granting of an unconditional general mandate to the directors of the Company to issue, allot and deal with unissued shares in the capital of the Company, and to make or grant offers, agreements and options or other rights, and issue warrants and other securities, which would or might require the exercise of such power, subject to the following conditions, be and is hereby generally and unconditionally approved:

• (a) such mandate shall not extend beyond the Relevant Period (as defined below) save that the directors of the Company may during the Relevant Period make or grant offers, agreements and options or other rights, and issue warrants and other securities, which would or might require the exercise of such powers after the expiry of the Relevant Period;

• (b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted or issued or dealt with (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the mandate granted under this Resolution otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) any share option plan or similar arrangement of the Company from time to time adopted for the grant or issue to eligible participants under such plan and arrangement of the Company and/or any of its subsidiaries of shares or rights to subscribe or otherwise acquire shares of the Company; (iii) the exercise of the subscription rights attaching to warrants; (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; (v) any adjustment, after the date of grant or issue of any options, warrants or other securities referred to above, in the price at which shares shall be subscribed, and/or the number of shares which shall be subscribed, on exercise of relevant rights under such options, rights to subscribe, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, warrants or other securities; or (vi) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing this Resolution, and the said approval under this Resolution shall be limited accordingly;

(c) for the purposes of this Resolution:

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

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Act 1981 of Bermuda or the Company's bye-laws to be held; or

• (iii) the date on which the authority given under this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company made to holders of shares on the register 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, or in any territory outside, Hong Kong)."

C. "THAT, conditional upon the passing of Resolution No. 4A set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot shares pursuant to Resolution No. 4B set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such generalmandate, of an aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 4A set out in the notice convening this meeting, provided that such number shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this Resolution."

By Order of the Board

Ng Ka Yan Company Secretary

Hong Kong, 24 March 2021

Notes:

• (1) Every member of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

• (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 certified copy of such power or authority, must be delivered to the Company's branch share registrars, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM.

• (3) To be eligible to attend, speak and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on the record date, i.e. 12 May 2021.

• (4) If Typhoon Signal No. 8 or above or extreme conditions caused by super typhoons, or a "black" rainstorm warning is in effect at the time of the Meeting, the AGM will be held as scheduled unless further notice posted on the websites of the Company athttp://www.playmatestoys.comand the Stock Exchange at http://www.hkexnews.hkto notify shareholders of the date, time and place of the rescheduled meeting.

  Shareholders should make their own decision as to whether they would attend the AGM under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.