Sitoy : PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 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 other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Sitoy Group Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

SITOY GROUP HOLDINGS LIMITED

時 代 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1023)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND

ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Sitoy Group Holdings Limited to be held at 3rd Floor, Sitoy Tower, 164 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Monday, 11 November 2019 at 10:30 a.m. is set out on pages 16 to 20 of this circular.

If you do not intend or are unable to attend the Annual General Meeting in person and wish to appoint a proxy/proxies to attend and vote on your behalf, you are advised to read the notice and to complete and return the accompanying proxy form for use at the Annual General Meeting in accordance with the instructions printed thereon to Union Registrars Limited, the branch share registrar and transfer office of the Company in Hong Kong, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, 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 or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

11 October 2019

		CONTENTS
			Pages
Definitions	. . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Extension mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Typhoon or black rainstorm warning arrangements . . . . . . . . . . . . . . .	6
8.	Voting by way of poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	General	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
11.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II -	Biographical details of retiring Directors for re-election . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context

requires otherwise:

"Annual General Meeting"	the annual general meeting of the Company to be held
	at 3rd Floor, Sitoy Tower, 164 Wai Yip Street, Kwun
	Tong, Kowloon, Hong Kong on Monday, 11 November
	2019 at 10:30 a.m. to consider and, if appropriate, to
	approve the resolutions as set out in the notice of
	Annual General Meeting
"Articles of Association"	the articles of association of the Company, adopted on
	15 November 2011 and as amended from time to time
"Board"	the board of Directors
"Companies Law"	Companies Law, Cap 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands (as
	amended, supplemented or otherwise modified from
	time to time)
"Company"	Sitoy Group Holdings Limited, a company
	incorporated in the Cayman Islands with limited
	liability, the Shares of which are listed on the Main
	Board of the Stock Exchange
"Director(s)"	director(s) of the Company
"Extension Mandate"	a general unconditional mandate proposed to be
	granted to the Directors to the effect that any Shares
	repurchased under the Repurchase Mandate will be
	added to the total number of Shares which may be
	allotted and issued under the Issue Mandate
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	a general unconditional mandate proposed to be
	granted 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 as at the date of the passing of the relevant
	resolution at the Annual General Meeting

- 1 -

	DEFINITIONS
"Latest Practicable Date"	2 October 2019, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Nomination Committee"	the nomination committee of the Company
"Repurchase Mandate"	a general unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to repurchase Shares on the Stock Exchange
	of up to a maximum of 10% of the total number of
	issued Shares as at the date of the passing of the
	relevant resolution at the Annual General Meeting
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital
	of the Company (or of such other nominal amount as
	shall result from a sub-division, consolidation,
	reclassification or reconstruction of the share capital
	of the Company from time to time)
"Share Award Scheme"	a share award scheme approved and adopted by the
	Company on 12 July 2018
"Share Option Scheme"	a share option scheme approved and adopted by the
	Company on 15 November 2011
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers and Share
	Buy-backs
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"%"	per cent

- 2 -

LETTER FROM THE BOARD

SITOY GROUP HOLDINGS LIMITED

時 代 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1023)

Executive Directors:	Registered Office:
Mr. Yeung Michael Wah Keung (Chairman)	Grand Pavilion, Hibiscus Way
Mr. Yeung Wo Fai (Chief Executive Officer)	802 West Bay Road
Mr. Yeung Andrew Kin (Deputy General Manager)	P.O. Box 31119
Dr. Lau Kin Shing, Charles	KY1-1205
(Chief Financial Officer and Company Secretary)	Cayman Islands
Independent Non-executive Directors:	Head Office and Principal Place
Mr. Yeung Chi Tat	of Business in Hong Kong:
Mr. Kwan Po Chuen, Vincent	9th Floor
Mr. Lung Hung Cheuk	Sitoy Tower
	164 Wai Yip Street
	Kwun Tong, Kowloon
	Hong Kong
	11 October 2019
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND

ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia, (a) ordinary resolutions on the proposed grant of each of the Repurchase Mandate, Issue Mandate and Extension Mandate; and (b) ordinary resolutions relating to the proposed re-election of retiring Directors.

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to the resolutions passed by the Shareholders in the annual general meeting on 12 November 2018, a general unconditional mandate was given to the Directors to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the total number of issued Shares. Such general mandate will expire at the conclusion of the Annual General Meeting.

Therefore, an ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors the Repurchase Mandate to repurchase Shares on the Stock Exchange up to a maximum of 10% of the total number of issued Shares on the date of the passing of such ordinary resolution (i.e. not exceeding 96,543,000 Shares based on the total number of issued Shares of 965,430,000 Shares as at the Latest Practicable Date and assuming no Shares will be issued or repurchased prior to the date of the Annual General Meeting).

An explanatory statement to provide Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required under the Listing Rules is set out in Appendix I to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

Pursuant to the resolutions passed by the Shareholders in the annual general meeting on 12 November 2018, a general unconditional mandate was given to the Directors to allot, issue or otherwise deal with Shares of up to 20% of the total number of issued Shares. Such general mandate will expire at the conclusion of the Annual General Meeting.

Therefore, an ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors the Issue Mandate to allot, issue or otherwise deal with Shares up to a maximum of 20% of the total number of issued Shares on the date of the passing of such resolution (i.e. not exceeding 193,086,000 Shares based on the total number of issued Shares of 965,430,000 Shares as at the Latest Practicable Date and assuming no Shares will be issued or repurchased prior to the date of the Annual General Meeting).

4. EXTENSION MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

Each of the Repurchase Mandate, the Issue Mandate and the Extension Mandate will expire at the earliest of: (a) at the conclusion of the next annual general meeting of the Company following the Annual General Meeting; or (b) at the end of the period within which the Company is required by the Articles of Association, the Companies Law or any other applicable law of the Cayman Islands to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

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LETTER FROM THE BOARD

The Directors wish to state that they have no immediate plans to allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of any options granted under the Share Option Scheme.

5. RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprises seven Directors, of whom the executive Directors are Mr. Yeung Michael Wah Keung, Mr. Yeung Wo Fai, Mr. Yeung Andrew Kin and Dr. Lau Kin Shing, Charles; and the independent non-executive Directors are Mr. Yeung Chi Tat, Mr. Kwan Po Chuen, Vincent and Mr. Lung Hung Cheuk.

Pursuant to Article 16.18(B) of the Articles of Association, not less than one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company. Any Director who retires under this article shall then be eligible for re-election as Director. Dr. Lau Kin Shing, Charles, Mr. Yeung Chi Tat and Mr. Lung Hung Cheuk shall retire as Directors by rotation and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

In accordance with the nomination policy of the Company and the objective criteria (including without limitation, gender, age, ethnicity, cultural and educational background, professional experiences and knowledge) with due regard for the benefits of diversity, as set out under the board diversity policy of the Company, the Nomination Committee has reviewed the re-election of the Directors through:

1. evaluating the performance and contribution of the retiring Directors during the last financial year of the Company and the period thereafter up to the date of evaluation; and
2. assessing the independence of the independent non-executive Directors, being Mr. Yeung Chi Tat, Mr. Kwan Po Chuen, Vincent and Mr. Lung Hung Cheuk, and considered whether they remained independent and suitable to continue to act in such roles.

After due evaluation and assessment, the Nomination Committee is of the opinion

that:

1. the performance of the retiring Directors was satisfactory and contributed effectively to the operation of the Board; and
2. based on the information available to the Nomination Committee and the annual written independence confirmation received from the independent non-executive Directors, the Nomination Committee was satisfied that each of Mr. Yeung Chi Tat, Mr. Kwan Po Chuen, Vincent and Mr. Lung Hung Cheuk
3. 1. fulfills the requirements of an independent non-executive Director as stipulated under Rule 3.13 of the Listing Rules; and
   2. is of integrity and is independent in character and judgement.

- 5 -

LETTER FROM THE BOARD

Accordingly, the Nomination Committee recommended to the Board, and the Board considered the re-election of Dr. Lau Kin Shing, Charles as an executive Director, Mr. Yeung Chi Tat and Mr. Lung Hung Cheuk as independent non-executive Directors, is in the best interests of the Company and the Shareholders as a whole and has resolved to propose to re-elect each of such retiring Directors at the Annual General Meeting.

Biographical details of each of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

6. ANNUAL GENERAL MEETING

At the Annual General Meeting, resolutions will be proposed in respect of ordinary business to be considered at the Annual General Meeting including re-election of retiring Directors and ordinary resolutions proposed to approve the grant of the Repurchase Mandate, the Issue Mandate and the Extension Mandate.

The notice convening the Annual General Meeting is set out on pages 16 to 20 of this circular. A proxy form for use at the Annual General Meeting is enclosed with this circular and such proxy form is also published on the designated website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.sitoy.com). If you do not intend or are unable to attend the Annual General Meeting in person and wish to appoint a proxy/proxies to attend and vote on your behalf, you are advised to read the notice and to complete and return the accompanying proxy form in accordance with the instructions printed thereon to Union Registrars Limited, the branch share registrar and transfer office of the Company in Hong Kong, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, 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 or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

7. TYPHOON OR BLACK RAINSTORM WARNING ARRANGEMENTS

If typhoon signal No. 8 or above, or a black rainstorm warning is in effect at 7:30 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on its website (www.sitoy.com) and the designated website of the Stock Exchange (www.hkexnews.hk) to notify Shareholders of the date, time and place of the rescheduled meeting.

8. VOTING BY WAY OF POLL

Pursuant to the Listing Rules and the Articles of Association, all votes of the Shareholders at the Annual General Meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

9. RECOMMENDATION

The Directors consider that the ordinary resolutions in respect of the proposed grant of the Repurchase Mandate, the Issue Mandate and the Extension Mandate and the proposed re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole, and recommend the Shareholders to vote in favour of all resolutions at the Annual General Meeting.

10. GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

11. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board

Sitoy Group Holdings Limited

Yeung Michael Wah Keung

Chairman

- 7 -

APPENDIX I	EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. LISTING RULES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. Source of funds

Repurchases must be made out of funds which are legally available for such purposes in accordance with the company's memorandum of association, the articles of association, the Companies Law, other applicable laws of the Cayman Islands and the Listing Rules.

1. Maximum number of shares to be repurchased

The shares proposed to be repurchased by a company must be fully paid up. A maximum of 10% of the number of issued shares of a company on the date of the passing of the relevant resolution approving the repurchase mandate may be repurchased on the Stock Exchange.

1. Shareholders' approval

The Listing Rules provide that all proposed on-market repurchases of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by specific approval with reference to a specific transaction or by way of a general mandate to the directors of the company.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 965,430,000 Shares.

Subject to the passing of the proposed ordinary resolution for the grant of the Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company prior to the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 96,543,000 Shares representing 10% of the total number of issued Shares as at the Latest Practicable Date.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

3. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purposes in accordance with its memorandum of association, the Articles of Association, the Companies Law, other applicable laws of the Cayman Islands and the Listing Rules.

A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the laws of the Cayman Islands, any repurchase by the Company may be made out of the profits or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if so authorised by the Articles of Association and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or from sums standing to the credit of the Company's share premium account or, if authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital.

5. IMPACT OF REPURCHASE

The Directors consider that if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 30 June 2019, being the date on which its latest published audited consolidated financial statements were made up. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I	EXPLANATORY STATEMENT

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months immediately prior to the Latest Practicable Date were as follows:

	Per Share
Month	Highest	Lowest
	HK$	HK$
2018
October	2.700	2.180
November	2.810	2.200
December	2.270	1.770
2019
January	2.100	1.640
February	1.180	1.840
March	2.020	1.710
April	1.850	1.730
May	1.820	1.630
June	1.650	1.440
July	1.510	1.180
August	1.380	1.120
September	1.340	1.120
October (Up to the Latest Practicable Date)	1.250	1.120

7. UNDERTAKINGS, DIRECTORS' DEALINGS AND CONNECTED PERSONS

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 under the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the regulations set out in the memorandum of association of the Company and the Articles of Association.

None of the Directors or, to the best of their knowledge and belief, having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the Annual General Meeting and exercised.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT

8. TAKEOVERS CODE

If a Shareholder 's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising their powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) 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, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, Mr. Yeung Michael Wah Keung is interested in 437,720,000 Shares, Mr. Yeung Andrew Kin is interested in 10,500,000 Shares, Mr. Yeung Wo Fai is interested in 236,070,000 Shares and Mr. Yeung Hok Sum Keith (the son of Mr. Yeung Wo Fai) is interested in 4,500,000 Shares (respectively representing approximately 45.34%, 1.09%, 24.45% and 0.47% of the total issued Shares of the Company as at the Latest Practicable Date) (the "Group of Shareholders"). The Group of Shareholders are together entitled to exercise or control the exercise of approximately 71.35% of the voting power of the Company.

Based on such interest in the Shares and in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the date of the Annual General Meeting, then the interest of the Group of Shareholders together would be increased to approximately 79.27% of the issued Shares of the Company.

Should the Directors intend to exercise the Repurchase Mandate to the extent that an obligation on the part of Mr. Yeung Michael Wah Keung to make a general offer for the Shares under the Takeovers Code may arise, the Company will apply to the Securities and Futures Commission for a waiver as and when appropriate.

The Directors will not exercise the Repurchase Mandate if the repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any purchase made under the Repurchase Mandate.

9. SHARE REPURCHASES MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II	BIOGRAPHICAL DETAILS OF
	RETIRING DIRECTORS FOR RE-ELECTION

The particulars of the retiring Directors eligible for re-election at the Annual General Meeting are set out below:

1. Dr. Lau Kin Shing, Charles - Executive Director

Dr. Lau Kin Shing, Charles ("Dr. Lau"), aged 63, is an executive Director, the chief financial officer of the Group, company secretary and authorised representative of the Company. He was appointed as a Director on 1 June 2017. He is responsible for the Group's overall financial management and reporting, internal control, risk management, day-to-day financial administration, and for supporting the development of the Group's retail business and corporate governance. He holds a Doctorate degree in Business Administration from the Newcastle University of Australia, Master degree in Information System Management from the National University of Ireland, and a Bachelor degree in Accounting from the Curtin University of Technology, Australia. He is a Chartered Accountant (New Zealand), Certified Internal Auditor (US), and also a member of Association of Chartered Certified Accountants and Hong Kong Institute of Certified Public Accountants and a fellow member of CPA Australia. He possesses about 30-year executive experiences in corporate control, financial management, risk management and internal control gained from international listed companies. Before joining the Group in 2015, he held key corporate executive position in various conglomerates, including: vice president of China Resources Beer (Holdings) Company Limited (Stock Code: 291, formerly known as China Resources Enterprise, Limited), deputy head of internal audit for Hutchison Whampoa Limited, and chief financial officer and company secretary of Miramar Hotel and Investment Company, Limited (Stock Code: 71).

Pursuant to the service contract made between Dr. Lau and the Company ("Service Contract"), Dr. Lau agreed to act as executive Director for a term of three years from 1 June 2017. Either the Company or Dr. Lau may give at least six months' written notice to the other party for early termination of the Service Contract. Dr. Lau is subject to retirement and re-election provisions in the Articles of Association.

Dr. Lau is entitled to a director 's fee of HK$50,000 per annum as an executive Director under his Service Contract with the Company subject to authorization given by Shareholders in general meeting (subject to any annual increment to be determined by the remuneration committee of the Company). For the year ended 30 June 2019, Dr. Lau received a total remuneration of HK$6,158,000 under service contracts between Dr. Lau and the Group, including the Service Contract. His remuneration included director 's fee, salaries, allowances, benefits in kind, discretionary bonus, equity-settled share option and share award expenses and pension scheme contributions. The remuneration of Dr. Lau is fixed according to the terms of the Service Contract and by reference to his senior management position in the Company, his level of responsibilities, the remuneration policy of the Group, the Company's performance and prevailing market situation.

As at the Latest Practicable Date, Dr. Lau is interested in 4,240,000 Shares of which 1,544,000 Shares represent the Shares which may fall to be allotted and issued upon exercise in full of the share options granted by the Company to Dr. Lau under the Share Option Scheme and 2,646,000 Shares represent the award shares where were granted to Dr. Lau under the Share Award Scheme.

- 12 -

APPENDIX II	BIOGRAPHICAL DETAILS OF
	RETIRING DIRECTORS FOR RE-ELECTION

1. Mr. Yeung Chi Tat - Independent Non-executive Director

Mr. Yeung Chi Tat ("Mr. Yeung"), aged 49, is an independent non-executive Director, the chairman of audit committee and a member of remuneration committee of the Company. He was appointed as an independent non-executive Director on 15 November 2011. He graduated from the University of Hong Kong with a bachelor 's degree of business administration and obtained a master 's degree in professional accounting with distinction from Hong Kong Polytechnic University.

He possesses extensive experience in auditing, corporate restructuring and corporate finance. He worked at a major international accounting firm for over 10 years and then worked for various Hong Kong listed companies as financial controller and company secretary. He is a founding member and deputy president of the Hong Kong Independent Non-executive Director Association and the Greater China Development Working Committee member of The Association of Hong Kong Accountants. He is an independent non-executive director of Boer Power Holdings Limited (stock code: 1685) and Guodian Technology & Environment Group Corporation Limited (stock code: 1296), all of which are listed on the Main Board of the Stock Exchange. He is an independent director of New Hope Dairy Co., Ltd. (stock code: 002946), which is listed on the SME Board of the Shenzhen Stock Exchange. He was an independent non-executive director of Ta Yang Group Holdings Limited (stock code: 1991) from 16 May 2007 to 10 September 2017 and ANTA Sports Product Limited (stock code: 2020) from 26 February 2017 to 1 June 2018, all of which are listed on the Main Board of the Stock Exchange.

He is a fellow member of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, a Certified Public Accountant practicing in Hong Kong, a senior international finance manager of the International Financial Management Association and the vice president of Hong Kong General Chamber of Wine & Spirits.

Pursuant to the letter of appointment made between Mr. Yeung and the Company, as amended and supplemented from time to time (for the purposes of this part (b), "Letter of Appointment"), Mr. Yeung has been appointed for a term of three years from 6 December 2017. Either the Company or Mr. Yeung may give three months' written notice to the other party for early termination of appointment, provided that the written notice shall not be given less than three months before the expiry of the period of appointment. Mr. Yeung is subject to retirement and re-election provisions in the Articles of Association.

Mr. Yeung is entitled to a director 's fee of HK$220,000 per annum as an independent non-executive Director under his Letter of Appointment with the Company subject to authorization given by Shareholders in general meeting. For the year ended 30 June 2019, Mr. Yeung received a director 's fee of HK$220,000. The director 's fee of Mr. Yeung is fixed according to the terms of the Letter of Appointment and by reference to his duties and responsibilities, the remuneration policy of the Group and prevailing market situation.

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APPENDIX II	BIOGRAPHICAL DETAILS OF
	RETIRING DIRECTORS FOR RE-ELECTION

1. Mr. Lung Hung Cheuk - Independent Non-executive Director

Mr. Lung Hung Cheuk ("Mr. Lung"), aged 72, is an independent non-executive Director, the chairman of remuneration committee, a member of each of audit committee and nomination committee of the Company. He was appointed as an independent non-executive Director on 15 November 2011. He is a retired chief superintendent of the Hong Kong Police Force. He joined the Hong Kong Police Force in 1966 as a probationary inspector at the age of 19. He was promoted to the rank of chief inspector in 1980, superintendent in 1986, senior superintendent in 1993 and chief superintendent in 1997. He had served in various police posts, namely Special Branch, Police Tactical Unit, Police Public Relations Branch and in a number of police divisions at management level. Prior to his retirement in April 2002, he was the commander of Sham Shui Po Police District.

Mr. Lung was also the secretary of the Superintendents' Association of the Hong Kong Police Force from 1993 and later the chairman from 1998 to 2001. The membership of the Superintendents' Association comprises the top management of the Hong Kong Police Force from superintendents to chief superintendents of the Hong Kong Police Force. He was awarded the Police Meritorious Service Medal by the Chief Executive of Hong Kong in 2000.

Mr. Lung is currently an independent non-executive director of Winfull Group Holdings Limited (formerly known as Richfield Group Holdings Limited, stock code: 183), a company listed on the Main Board of the Stock Exchange. He was an independent non-executive director of Ascent International Holdings Limited (formerly known as Chanco International Group Limited, stock code: 264), a company listed on the Main Board of the Stock Exchange, from 21 September 2015 to 23 December 2015. He was an independent non-executive director of HJ Capital (International) Holdings Company Limited (stock code: 982, formerly known as iOne Holdings Limited), a company listed on the Main Board of the Stock Exchange, from 18 September 2009 to 21 July 2014.

Pursuant to the letter of appointment as amended and supplemented by the supplemental letter of appointment ("Letter of Appointment") made between Mr. Lung and the Company, Mr. Lung has been appointed for a term of three years from 6 December 2017. Either the Company or Mr. Lung may give a three months' written notice to the other party for early termination of appointment, provided that the written notice shall not be given less than three months before the expiry of the period of appointment. Mr. Lung is subject to retirement and re-election provisions in the Articles of Association.

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APPENDIX II	BIOGRAPHICAL DETAILS OF
	RETIRING DIRECTORS FOR RE-ELECTION

Mr. Lung is entitled to a director 's fee of HK$220,000 per annum as an independent non-executive Director under his Letter of Appointment with the Company subject to authorization given by Shareholders in general meeting. For the year ended 30 June 2019, Mr. Lung received a director 's fee of HK$220,000. The director 's fee of Mr. Lung is fixed according to the terms of the Letter of Appointment and by reference to his duties and responsibilities, the remuneration policy of the Group and prevailing market situation.

Save as disclosed herein, each of the above retiring Directors confirms with respect to him that: (i) he has not held any directorships during the three years preceding the Latest Practicable Date in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) he did not have any relationship with any other Directors, senior management of the Company or substantial or controlling Shareholders as of the Latest Practicable Date; (iii) he did not hold any positions in the Company or other members of the Group as of the Latest Practicable Date; (iv) he did not have any interests in the Shares within the meaning of Part XV of SFO as at the Latest Practicable Date; (v) there is no other information that should be disclosed for him pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules; and (vi) there are no other matters that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

SITOY GROUP HOLDINGS LIMITED

時 代 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1023)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Sitoy Group Holdings Limited (the "Company") will be held at 3rd Floor, Sitoy Tower, 164 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Monday, 11 November 2019 at 10:30 a.m. for the following purposes:

1. to consider, receive and approve the audited consolidated financial statements of the Company and its subsidiaries, the report of the directors (the "Directors") and the independent auditors' report of the Company for the year ended 30 June 2019;
2. to declare a final dividend of HK2 cents per Share for the year ended 30 June 2019;
3. each as separate resolution:
4. 1. to re-elect Dr. Lau Kin Shing, Charles as executive Director;
   2. to re-elect Mr. Yeung Chi Tat as independent non-executive Director;
   3. to re-elect Mr. Lung Hung Cheuk as independent non-executive Director; and
   4. to authorise the board of Directors to fix the Directors' remuneration;
5. to re-appoint Ernst & Young as auditors of the Company and to authorise the board of Directors to fix their remuneration; and
6. to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. "THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of

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NOTICE OF ANNUAL GENERAL MEETING

the Company to repurchase shares (the "Shares") of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong ("SFC") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the "Companies Law") and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;

1. 1. the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above, during the Relevant Period shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any or all of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution), and the said approval shall be limited accordingly; and
   2. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
   3. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company (the "Articles of Association"), the Companies Law or any other applicable law of the Cayman Islands to be held; or
      3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
2. "THAT:
3. 1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or deal with additional Shares, and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to
3. 1. a Rights Issue (as defined in paragraph (d) below);
   2. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;
   3. the exercise of options under the Share Option Scheme (as defined in the prospectus of the Company dated 24th November, 2011) or similar arrangement adopted by the Company from time to time; or
   4. any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association and other relevant regulations in force from time to time;

shall not exceed 20% of the total number of issued Shares as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any or all of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution), and the said approval shall be limited accordingly; and

1. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law or any other applicable law of the Cayman Islands to be held; and
   3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of Shares, or offer or issue of options, warrants or other securities giving the right to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate such other securities) (subject to such exclusions or other arrangements as the Directors 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 applicable to the Company)."

1. "THAT conditional upon resolutions No. 5(1) and 5(2) above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares pursuant to resolution No. 5(2) above be and is hereby extended by the addition thereto of such number of Shares repurchased by the Company under the authority granted pursuant to the resolution No. 5(1) above, provided that such extended number of Shares shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any or all of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution)."

By order of the Board

Sitoy Group Holdings Limited

Yeung Michael Wah Keung

Chairman

Hong Kong, 11 October 2019

Head office and principal place of business in Hong Kong:

9th Floor Sitoy Tower

164 Wai Yip Street Kwun Tong, Kowloon Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member may appoint any number of proxies (if the member is the holder of two or more Shares of the Company) to attend in his stead at the above meeting.
2. Where there are joint registered holders of Shares, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

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NOTICE OF ANNUAL GENERAL MEETING

1. To be valid, a proxy form and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at Union Registrars Limited, the branch share registrar and transfer office of the Company in Hong Kong (the "Hong Kong Branch Share Registrar"), at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the above meeting or any adjournment thereof.
2. In relation to resolution No.2 above, the proposed final dividend of HK2 cents per share for the year ended 30 June 2019 will be payable to the shareholders whose names appear on the register of members of the Company on Wednesday, 20 November 2019. The register of members of the Company will be closed on Tuesday, 19 November 2019 and Wednesday, 20 November 2019, during which period no share transfer will be registered. In order to qualify for the proposed final dividend, all completed transfer documents, accompanied by relevant share certificates, must be lodged with the Hong Kong Branch Share Registrar at the address stated above, for registration not later than 4:00 p.m. on Monday, 18 November 2019.
   The register of members of the Company will be closed from Monday, 4 November 2019 to Monday, 11 November 2019 (both days inclusive), during which period no share transfer will be registered. In order to be eligible to attend and vote at the annual general meeting of the Company to be held on Monday, 11 November 2019, all completed transfer documents, accompanied by relevant share certificates, must be lodged with the Hong Kong Branch Share Registrar at the address stated above, for registration not later than 4:00 p.m. on Friday, 1 November 2019.
3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. In relation to resolution No. 5(1) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances, which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing all the information reasonably necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Rules Governing the Listing of Securities on the Stock Exchange is set out in appendix I to the circular to shareholders of the Company dated 11 October 2019.
5. In relation to the resolution No. 5(2) above, approval is being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorize the allotment and issue of Shares. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be allotted and issued upon the exercise of any options which have been granted or may be granted under the Share Option Scheme.
6. With regard to item 3 of this notice, details of the retiring Directors proposed for re-election are set out in appendix II to the circular to shareholders of the Company dated 11 October 2019.
7. If typhoon signal No. 8 or above, or a black rainstorm warning is in effect at 7:30 a.m. on the date of the annual general meeting of the Company, the meeting will be postponed. The Company will post an announcement on its website (www.sitoy.com) and designated website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
8. As at the date of this notice, the executive Directors of the Company are Mr. Yeung Michael Wah Keung, Mr. Yeung Wo Fai, Mr. Yeung Andrew Kin and Dr. Lau Kin Shing, Charles; and the independent non-executive Directors are Mr. Yeung Chi Tat, Mr. Kwan Po Chuen, Vincent and Mr. Lung Hung Cheuk.

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