Lai Si : PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES 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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Lai Si Enterprise Holding Limited 黎氏企業控股有限 公司, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

Lai Si Enterprise Holding Limited

黎氏企業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2266)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Lai Si Enterprise Holding Limited 黎氏企業控股有限 公司 to be held at Meeting Room, 1/F, Lai Si Enterprise Centre, Rua da Ribeira do Patane No. 54, Macau on Tuesday, 29 June 2021 at 3:00 p.m. is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Sunday, 27 June 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.lai-si.com).

27 April 2021

CONTENT

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . .	4
3.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . .	4
4.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . .	4
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . .	5
6	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	-	Details of the Retiring Directors Proposed to be
		Re-elected at the Annual General Meeting . . . . . . . . . . . .	6-11
Appendix II  -	Explanatory Statement on the Share Repurchase Mandate . . . . . .	12-14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	15-19

i

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at Meeting
	Room, 1/F, Lai Si Enterprise Centre, Rua da Ribeira do Patane
	No. 54, Macau on Tuesday, 29 June 2021 at 3:00 p.m., to
	consider and, if appropriate, to approve the resolutions contained
	in the notice of the meeting which is set out on pages 15 to 19 of
	this circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company currently in force
"Board"	the board of Directors
"Company"	Lai Si Enterprise Holding Limited 黎氏企業控股有限公司, 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)"	the 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
"Latest Practicable Date"	20 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in this
	circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time
"Macau"	the Macau Special Administrative Region of the People's
	Republic of China
"MOP"	Macau patacas, the lawful currency of Macau
"SFO"	the Securities and Futures Ordinance, (Chapter 571 of the Laws
	of Hong Kong), as amended from time to time
"Share(s)"	ordinary share(s) of HK$0.01 each in the issued capital of the
	Company

1

	DEFINITIONS
"Share Issue Mandate"	a general and unconditional mandate to be granted to the
	Directors to issue, allot or deal with unissued Shares of not
	exceeding 20% of the total number of issued Shares as at the date
	of passing of the proposed ordinary resolution contained in item 6
	of the notice of the Annual General Meeting as set out on pages
	15 to 19 of this circular
"Share Repurchase Mandate"	a general and unconditional mandate proposed to be granted to
	the Directors to repurchase Shares on the Stock Exchange of not
	exceeding 10% of the total number of issued shares of the
	Company as at the date of passing of the proposed ordinary
	resolution contained in item 5 of the notice of the Annual General
	Meeting
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers approved by the Securities
	and Futures Commission as amended from time to time
"%"	per cent

2

LETTER FROM THE BOARD

Lai Si Enterprise Holding Limited

黎氏企業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2266)

Executive Directors:	Registered Office:
Mr. Lai Ieng Man (Chairman)	Windward 3, Regatta Office Park
Mr. Lai Meng San (Chief Executive Officer)	PO Box 1350
Ms. Lai Ieng Wai	Grand Cayman KY1-1108
Ms. Cheong Weng Si	Cayman Islands
Independent non-executive Directors:	Headquarters in Macau:
Mr. Chan Chun Sing	Lai Si Enterprise Centre
Mr. Chan Iok Chun	Rua Da Ribeira Do Patane No. 54
Ms. Lam Mei Fong	Macau
	Principal Place of Business in
	Hong Kong:
	Unit 401, 4th Floor
	The L. Plaza
	Nos. 367-375
	Queen's Road Central
	Sheung Wan
	Hong Kong
	27 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 29 June 2021.

3

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 108(a) of the Articles of Association, Mr. Lai Ieng Man, Mr. Lai Meng San and Ms. Lai Ieng Wai shall retire at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Details of the retiring Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 22 June 2020, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 40,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 22 June 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Issue Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting (i.e. a total of 80,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Share Issue Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Share Issue Mandate.

4

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular.

Pursuant to the Listing Rules and Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands as permitted under the Listing Rules. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http:// www.hkexnews.hk) and the Company (http://www.lai-si.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Sunday, 27 June 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

6. 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.

7. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors and granting of the Share Repurchase Mandate and the Share Issue Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Lai Si Enterprise Holding Limited

黎氏企業控股有限公司

Lai Ieng Man

Chairman

5

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
	BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

1. MR. LAI IENG MAN - Executive Director Position and Experience

Mr. LAI Ieng Man (黎英萬), aged 69, is an executive Director, the chairman of the Board, the chairman of the nomination committee and a member of the remuneration committee of the Company and the founder of the Group. He was appointed as a Director on 1 June 2016 and designated as an executive Director on 18 July 2016. Mr. Lai is primarily responsible for the overall management of the Group's corporate strategies planning. Mr. Lai is also a director of LSMA Holding Limited ("LSMAHL"), WTMA Holding Limited ("WTMAHL"), LSHK Holding Limited ("LSHKHL"), Lai Si Construction & Engineering Company Limited (黎氏建築工程有限公司) ("Lai Si"), Well Team Engineering Company Limited (宏天工程有限公司) ("Well Team"), Lai Si Construction (Hong Kong) Company Limited (黎氏 建築(香港)有限公司) ("Lai Si (HK)"), High Class Investment Company Limited ("High Class") and Lai Si Mechanical and Electrical Engineering Company Limited ("Lai Si MEE").

Mr. Lai has over 30 years of experience in the fitting-out and construction industry in Macau. In January 1987, Mr. Lai established Constructor Civil Lai Ieng Man in Macau, a commercial enterprise which provided services of fitting-out works and construction works in Macau. In November 2004, Mr. Lai founded Lai Si with Mr. Lai Meng San and Ms. Lai Ieng Wai, and he has been handling the Group's business operation since then.

Mr. Lai does not, at present, nor did he in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas.

Length of service

Mr. Lai entered into a re-appointment agreement with the Company for a term of three years commencing from 10 February 2020 which may be terminated by either party with three months' written notice. He is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provision of Articles of Association.

Relationships

Mr. Lai is a controlling Shareholder of the Company (collectively with Mr. Lai Meng San and Ms. Lai Ieng Wai). He is also the father of Mr. Lai Meng San and Ms. Lai Ieng Wai, and the father-in-law of Ms. Cheong Weng Si, who are executive Directors. He is a director of SHK-Mac Capital Limited ("SHKMCL"), which is a controlling Shareholder of the Company. Saved as disclosed herein, Mr. Lai does not have any other relationships with any Directors or senior management or substantial or controlling Shareholders.

6

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
	BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Interests in Shares

As at the Latest Practicable Date, Mr. Lai was deemed to be interested in 300,000,000 Shares representing approximately 75% of the issued share capital of the Company within the meaning of Part XV of the SFO. He also held 50 shares in SHKMCL, an associated corporation of Company within the meaning of Part XV of the SFO.

Director's emoluments

Mr. Lai is entitled to a director's salary of MOP138,000 per month and a discretionary bonus (which is covered by the re-appointment agreement), which is determined by the Board at the recommendation of the remuneration committee of the Board with reference to his experience, responsibilities, workload, time devoted to the Group and performance of the Group.

Mr. Lai received a director's salary amounting to MOP1,618,000 and a discretionary bonus amounting to MOP138,000 (which was covered by the re-appointment agreement) for the year ended 31 December 2020.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

It was disclosed in the Company's prospectus dated 27 January 2017 (the "Prospectus") that Mr. Lai was previously a director of the company shown in the table below which was dissolved by way of voluntary winding-up by its shareholders:

	Place of	Date of	Date of
Company	incorporation	incorporation	dissolution
San Tin Long Development and	Macau	27 July 1993	21 June 2016
Investment Company Limited

Mr. Lai confirmed that the above company was solvent immediately prior to its dissolution and no outstanding claim or material liabilities remained in connection with this company. Mr. Lai also confirmed that there was no wrongful act on his part leading to the above dissolution of the company and he is not aware of any actual or potential claim has been or will be made against him as a result of the dissolution of the company.

Saved as disclosed above, Mr. Lai confirmed that there is no other information which is discloseable pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Lai that need to be brought to the attention of the Shareholders.

7

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
	BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

1. MR. LAI MENG SAN - Executive Director Position and Experience

Mr. LAI Meng San (黎鳴山), aged 41, is an executive Director, the chief executive officer and a member of the remuneration committee of the Company. He was appointed as a Director on 1 June 2016 and designated as an executive Director on 18 July 2016. Mr. Lai is primarily responsible for the overall management of the Group's business development and marketing matters. Mr. Lai is also a director of LSMAHL, WTMAHL, LSHKHL, Lai Si, Well Team, Lai Si (HK), High Class and Lai Si MEE.

Mr. Lai has over 19 years of experience in the fitting-out and construction industry in Macau. He obtained a bachelor's degree of technology in architectural science from Ryerson Polytechnic University (currently known as Ryerson University), Canada in June 2001. Mr. Lai joined the Group on 3 September 2001 and was responsible for project management. In November 2004, he founded Lai Si with Mr. Lai Ieng Man and Ms. Lai Ieng Wai, and he has been handling the Group's business operation since then. Mr. Lai was appointed as a committee member of the Guangdong Provincial Committee of the PRC People's Political Consultative Conference (中國人民政治協商會議廣東省委員會委員) in January 2013

and was elected as the vice president of the 12th committee of the Guangzhou Youth Federation (廣州市 青年聯合會). Since April 2019, Mr. Lai has been elected as the president of Macau Youth Greater Bay Area Development Association (澳門大灣區青年發展協會會長). In addition, Mr. Lai is a vice-president

of the Macau Construction Association (澳門建造商會) and a deputy managing director of Associação Geral do Sector Imobiliario de Macau (澳門地產業總商會). He has also been appointed as Chief Officer of the Macau Construction Association Youth Council (澳門建造商會青年委員會) since 21 July 2020.

Mr. Lai does not, at present, nor did he in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas.

Length of service

Mr. Lai entered into a re-appointment agreement with the Company for a term of three years commencing from 10 February 2020 which may be terminated by either party with three months' written notice. He is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provision of Articles of Association.

Relationships

Mr. Lai is a controlling Shareholder of the Company (collectively with Mr. Lai Ieng Man and Ms. Lai Ieng Wai). He is the son of Mr. Lai Ieng Man, the brother of Ms. Lai Ieng Wai, and the spouse of Ms. Cheong Weng Si, who are executive Directors. He is also a director of SHKMCL, a controlling Shareholder of the Company. Saved as disclosed herein, Mr. Lai does not have any other relationships with any Directors or senior management or substantial or controlling Shareholders.

8

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
	BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Interests in Shares

As at the Latest Practicable Date, Mr. Lai held 30 shares in SHKMCL, an associated corporation of Company within the meaning of Part XV of the SFO.

Director's emoluments

Mr. Lai is entitled to a director's salary of MOP135,000 per month and a discretionary bonus (which is covered by the re-appointment agreement), which is determined by the Board at the recommendation of the remuneration committee of the Board with reference to his experience, responsibilities, workload, time devoted to the Group and performance of the Group.

Mr. Lai received a director's salary amounting to MOP1,592,800 and a discretionary bonus amounting to MOP135,000 (which was covered by the re-appointment agreement) for the year ended 31 December 2020.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

It was disclosed in the Company's Prospectus that Mr. Lai previously owned the commercial enterprise shown in the table below, which was voluntarily cancelled:

		Date of
	Place of	commencement	Date of
Commercial enterprise	business	of business	cancellation
Blue Sky Design Studio (藍天創作室)	Macau	26 March 2003	12 August 2016

Mr. Lai confirmed that the above commercial enterprise was solvent immediately prior to its respective cancellation and no outstanding claim or material liabilities remained in connection with this commercial enterprise. Mr. Lai also confirmed that there was no wrongful act on his part leading to the above cancellation of the commercial enterprise and he is not aware of any actual or potential claim has been or will be made against him as a result of the cancellation of the commercial enterprise.

Saved as disclosed above, Mr. Lai confirmed that there is no information which is discloseable pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Lai that need to be brought to the attention of the Shareholders.

9

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
	BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

1. MS. LAI IENG WAI - Executive Director Position and Experience

Ms. LAI Ieng Wai (黎盈惠 ), aged 40, is an executive Director and a member of the nomination committee of the Company. She was appointed as a Director on 1 June 2016 and designated as an executive Director on 18 July 2016. Ms. Lai is primarily responsible for the overall management of the Group's business operation. Ms. Lai is also a director of Lai Si, Well Team, High Class and Lai Si MEE.

Ms. Lai has over 17 years of experience in the fitting-out and construction industry. She obtained a bachelor's degree of arts in economics from The University of Western Ontario, Canada in June 2001. Ms. Lai joined the Group on 1 March 2004 and was responsible for materials procurement. In November 2004, she founded Lai Si with Mr. Lai Ieng Man and Mr. Lai Meng San, and she has been handling the Group's business operation since then.

Ms. Lai does not, at present, nor did she in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas.

Length of service

Ms. Lai entered into a re-appointment agreement with the Company for a term of three years commencing from 10 February 2020 which may be terminated by either party with three months' written notice. She is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provision of Articles of Association.

Relationships

Ms. Lai is a controlling Shareholder of the Company (collectively with Mr. Lai Ieng Man and Mr. Lai Meng San). She is the daughter of Mr. Lai Ieng Man, the sister of Mr. Lai Meng San, and the sister-in-law of Ms. Cheong Weng Si, who are executive Directors. She is also a director of SHKMCL, a controlling Shareholder of the Company.

Interests in Shares

As at the Latest Practicable Date, Ms. Lai held 20 shares in SHKMCL, an associated corporation of the Company within the meaning of Part XV of the SFO.

10

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO
	BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director's emoluments

Ms. Lai is entitled to a director's salary of MOP132,000 per month and a discretionary bonus (which is covered by the re-appointment agreement), which is determined by the Board at the recommendation of the remuneration committee of the Board with reference to her experience, responsibilities, workload, time devoted to the Group and performance of the Group.

Ms. Lai received a director's salary amounting to MOP1,557,600 and a discretionary bonus amounting to MOP132,000 (which was covered by the re-appointment agreement) for the year ended 31 December 2020.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

Ms. Lai confirmed that there is no information which is discloseable pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Lai that need to be brought to the attention of the Shareholders.

11

APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 400,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 400,000,000 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 40,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.

Shares repurchase may, depending on the 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 when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF SHARE REPURCHASE

The company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

12

APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

		Highest	Lowest
	Month	HK$	HK$
	2020
	April	0.720	0.600
	May	0.690	0.600
	June	0.680	0.500
	July	0.580	0.480
	August	0.570	0.440
	September	0.475	0.405
	October	0.495	0.430
	November	0.600	0.410
	December	0.660	0.480
	2021
	January	0.620	0.510
	February	0.610	0.500
	March	0.580	0.470
	April (up to the Latest Practicable Date)	0.580	0.520
6.	GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

13

APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Lai Ieng Man and the controlling Shareholders were interested in or regarded as having control the exercise of voting rights of 300,000,000 Shares representing approximately 75% of the voting rights in the general meetings of the Company. In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the aggregate shareholding of Mr. Lai Ieng Man and the controlling Shareholders Group would be increased to approximately 83.33% of the issued share capital of the Company. The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

Lai Si Enterprise Holding Limited

黎氏企業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2266)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of Lai Si Enterprise Holding Limited黎氏企 業控股有限公司 (the "Company") will be held at Meeting Room, 1/F, Lai Si Enterprise Centre, Rua da Ribeira do Patane No. 54, Macau on Tuesday, 29 June 2021 at 3:00 p.m. (the "Annual General Meeting") for the following purposes:

1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditors for the year ended 31 December 2020.
2. To re-elect the following retiring directors as directors of the Company, each as a separate resolution:
3. 1. Lai Ieng Man;
   2. Lai Meng San; and
   3. Lai Ieng Wai.
4. To authorize the board of directors to fix the respective directors' remuneration.
5. To re-appoint Ernst & Young as auditors of the Company and to authorize the board of directors to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
2. the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 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 or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
2. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
3. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company; and
   3. any scrip dividend scheme 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 articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

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NOTICE OF ANNUAL GENERAL MEETING

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 of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

For and on behalf of the Board

Lai Si Enterprise Holding Limited

黎氏企業控股有限公司

Lai Ieng Man

Chairman

Macau, 27 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the annual general meeting of the Company. A proxy does not need to be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 3:00 p.m. on Sunday, 27 June 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Wednesday, 23 June 2021 to Tuesday, 29 June 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 22 June 2021.
5. If a tropical cyclone warning signal number 8 or above is hoisted, or "extreme conditions" caused by super typhoons or a black rainstorm warning is/are in force in Macau at 9:00 a.m. on 29 June 2021, the Annual General Meeting will not be held on 29 June 2021 but will be postponed to a later date and if postponed, the Company will as soon as practicable post an announcement on the websites of Hong Kong Exchanges and Clearing Limited and the Company.
6. References to time and dates in this notice are to Hong Kong time and dates unless otherwise stated.

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