Oshidori International : PROPOSED ADOPTION OF SHARE AWARD SCHEME

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This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Oshidori International Holdings Limited.

OSHIDORI INTERNATIONAL HOLDINGS LIMITED

威 華 達 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 622)

PROPOSED ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that it proposes to adopt the Scheme, which is an incentive measure with a view to (i) expressing the Company's recognition of valuable contributions by certain Eligible Participants and providing them with incentives in order to retain them for continual operation and development of the Group's existing and newly potential business including integrated resort development, and (ii) attracting suitable personnel with relevant experience in the Group's existing and newly potential business including integrated resort development.

The Scheme is conditional upon: (i) the Scheme and its implementation including a specific mandate for the issue of Awarded Shares under the Scheme being approved by Shareholders entitled to vote at the SGM; and (ii) the listing of and permission to deal in the Awarded Shares to be issued having been granted by the Stock Exchange, whether with or without condition.

The Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of approval for the listing of, and the permission to deal in, the Awarded Shares to be issued under the Scheme.

The SGM will be convened for the purpose of considering, and if thought fit, approving, among other things, the Scheme and its implementation including a specific mandate for the issue of Awarded Shares under the Scheme.

*  for identification purpose only

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A circular containing, among other things, further details of the Scheme and the specific mandate to be sought in respect of the issuance of Awarded Shares under the Scheme, together with a notice convening the SGM, will be despatched to the Shareholders in due course.

The Scheme is subject to fulfilment of the conditions referred to in this announcement and may or may not become effective. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

The Directors intend to diversify the Company's investment portfolio and participate in potential investment opportunities in fintech, lifestyle, real estate and integrated resort projects in other regions including but not limited to Japan. Any potential integrated resort project in Japan (if materializes) can potentially add a new revenue stream to the Group. However, the Group has not entered into any agreement with any parties in this regard. There have been negotiations between the Group's representatives and various regional and central government officials in Japan. The Company expects there is a need to recruit high caliber professionals with the relevant experience or retain existing talents to plan and develop the potential integrated resort project in Japan. Accordingly, the Board is pleased to announce that the proposed Scheme has been approved by the Board on 23 September 2019. The Scheme, which complements the Company's existing share option scheme, is adopted to motivate the Selected Grantees (i) to contribute to the Group; and (ii) to align their interests with the development of the Group's existing and newly potential business, through ownership of the Shares.

A summary of some of the principal terms of the Scheme is set out below.

THE SCHEME

Purpose of the scheme

The specific objectives of the Scheme are:

1. to recognise the contributions by certain Eligible Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group's existing and newly potential business including integrated resort development; and
2. to attract suitable personnel with relevant experience in the Group's existing and newly potential business including integrated resort development.

The Scheme does not constitute a share option scheme of the Company for the purpose of Chapter 17 of the Listing Rules.

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Conditions Precedent and Duration

The Scheme is conditional upon the satisfaction of the following conditions:

1. the Scheme and its implementation including a specific mandate for the issue of Awarded Shares under the Scheme being approved by Shareholders entitled to vote at the SGM; and
2. the listing of and permission to deal in the Awarded Shares to be issued having been granted by the Stock Exchange, whether with or without condition.

The Board may, at its discretion, determine that the condition in sub-paragraph (ii) above be satisfied in respect to each grant of Awarded Share(s) without affecting the operation of the Scheme in general. Awarded Share(s) may only be issued after obtaining from the Stock Exchange the listing of, and permission to deal in, such Awarded Share(s).

Subject to the satisfaction of the aforesaid conditions, and any early termination as may be determined by the Board pursuant to the Scheme, the Scheme shall be valid and effective for a term commencing on the Adoption Date and ending on the tenth (10) anniversary of the Adoption Date.

Administration

The Scheme shall be subject to the administration of the Board in accordance with the rules of the Scheme. The decisions of the Board as to all matters relating to the Scheme or its interpretation shall be final and binding.

Operation of the Scheme

The Board may from time to time, at its absolute discretion select any Eligible Participant (excluding any Excluded Participant) for participation in the Scheme as a Selected Grantee and grant such number of Awarded Shares to any Selected Grantee and in such number and on and subject to such terms and conditions as the Board may in its absolute discretion determine.

The Board has an overriding power at all times to refuse to issue any Awarded Shares in circumstances including if the Board considers that issuing such Awarded Shares may breach or contravene any law, rule or regulation.

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Scheme Limit

The Board shall not make any further grant of Awarded Shares which will result in the total number of Shares awarded by the Board under the Scheme exceeding ten (10)% of the issued share capital of the Company as at the Adoption Date.

Subject to the aforesaid Scheme limit, the maximum number of Awarded Shares which may be awarded by the Board in any financial year shall not be more than three (3)% of the issued share capital of the Company ("Annual Limit") provided that if the Annual Limit is not fully utilised in any financial year, further Awarded Shares may be awarded by the Board in subsequent financial year(s) up to such Annual Limit. The Annual Limit may be refreshed by Shareholders who are permitted under the Listing Rules to vote at a general meeting of the Company so that the Annual Limit so refreshed shall not exceed three (3)%. of the issued share capital of the Company as at the date of the general meeting approving such refreshment.

The maximum aggregate number of the Shares which may be awarded to a Selected Grantee under the Scheme shall not exceed one (1)% of the issued share capital of the Company from time to time.

Where any grant of Awarded Shares is proposed to be made to any person who is a connected person of the Company within the meaning of the Listing Rules, the Company shall comply with such provisions of the Listing Rules as may be applicable, including any reporting, announcement and/or shareholders' approval requirements, unless otherwise exempted under the Listing Rules.

A specific mandate will be sought from Shareholders at the SGM in respect of the issuance of the Awarded Shares under the Scheme.

Vesting of Awarded Shares

The Board is entitled to impose any condition as it deems appropriate in its absolute discretion with respect to the vesting of the Awarded Shares on the Selected Grantee, and shall inform such Selected Grantee the relevant conditions of the Award.

Subject to the terms and condition of the Scheme and the fulfillment of all conditions to the vesting of the Awarded Shares on such Selected Grantee as specified in the Scheme and the letter of award, the respective Awarded Shares shall vest in such Selected Grantee in accordance with the vesting schedule (if any) as set out in the letter of award.

A Selected Grantee shall not have any interest or rights (including the right to receive dividends) in the Awarded Shares and non-cash income derived from such Awarded Shares prior to the Vesting Date.

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The Company may only issue Awarded Shares upon vesting and on the Vesting Date as and when the vesting condition(s) attaching to such Awarded Shares are satisfied or waived by the Board.

If there occurs an event of change of control of the Company, whether by way of offer, merger, scheme of arrangement or otherwise, the Board shall determine at its sole discretion whether such Awarded Shares shall vest in the Selected Grantee and the time at which such Awarded Shares shall vest. If the Board determines that any Award shall vest in part only, the balance of the Award shall lapse. The Board also has absolute discretion in determining pre-mature vesting in the event of winding-up of the Company.

In the event the Company undertakes a subdivision or consolidation of Shares, the Selected Grantee's entitlements to such Awarded Shares shall be so subdivided or consolidated. Unvested Awarded Shares (which are not issued) do not carry any right to subscribe for Shares in the event the Company undertakes an open offer or rights issue, or to any bonus warrant, bonus issue of Shares, scrip Shares, or other distribution by the Company.

Award not assignable

Prior to the Vesting Date, an Award shall not be assignable and no Selected Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Awarded Shares referable to him pursuant to such Award.

Awarded Shares

The Awarded Shares, once issued upon vesting, will rank equal to all other Shares in issue at that time. The relevant Selected Grantee(s) will therefore have the right to receive dividends on the Awarded Shares, dispose of the Awarded Shares and/or exercise the rights underlying the Awarded Shares as per his/her own wishes once they are issued.

Lapse of Award

In the event that prior to or on the Vesting Date, a Selected Grantee is found to be an Excluded Participant or is deemed to cease to be a Selected Grantee pursuant to the terms of the Scheme, the relevant Award made to such Selected Grantee shall, to the extent not yet vested, automatically lapse forthwith and the relevant Awarded Shares shall not vest on the relevant Vesting Date.

An Award, whether vested or unvested, shall automatically be cancelled in certain other events as stipulated under the Scheme, including when a Selected Grantee (i) ceases to be an employee of the Group for cause, (ii) is engaged in business that is competitive with that of the Group, (iii) causes material losses to the Group due to a failure to perform his/her management duties, and (iv) violate confidentiality obligations under any letter of the Award.

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Alteration

The Scheme may be amended in any respect by a resolution of the Board provided that no such amendment shall operate to affect materially and adversely any subsisting rights of any Selected Grantee hereunder except with consent of Selected Grantees.

Termination

The Scheme shall terminate on the earlier of the tenth (10) anniversary date of the Adoption Date or such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of Selected Grantees.

GENERAL

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of approval for the listing of, and the permission to deal in, the Awarded Shares.

The SGM will be convened for the purpose of considering, and if thought fit, approving, among other things, the Scheme and its implementation including a specific mandate for the issue of Awarded Shares under the Scheme. As at the date of this announcement, no Shareholder has a material interest in the Scheme and no Shareholder is required to abstain from voting at the SGM.

A circular containing, among other things, further details of the Scheme and the specific mandate to be sought in respect of the issuance of Awarded Shares under the Scheme, together with a notice convening the SGM, will be despatched to the Shareholders in due course.

The Scheme is subject to fulfilment of the conditions referred to in this announcement and may or may not become effective. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

DEFINITIONS
"Adoption Date"	the date on which the Scheme is approved by the
	Shareholders at the SGM
"Award"	an award of Awarded Shares to the Selected
	Grantee(s) pursuant to the Scheme
"Awarded Share(s)"	the Share(s) to be awarded to the Selected Grantee(s)
	under, and subject to the terms and conditions of the
	Scheme
"Board"	the board of Directors

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"Company"	Oshidori International Holdings Limited (stock
	code: 622), a company incorporated in Bermuda
	with limited liability and the Shares of which are
	listed on the Main Board of the Stock Exchange
"connected person"	has the meaning ascribed to it under the Listing
	Rules
"Director(s)"	director(s) of the Company
"Eligible Participant(s)"	any employee (whether full time or part time),
	consultant, executive or officers, directors (including
	any executive director, non-executive director and
	independent non-executive director) and senior
	management of any member of the Group, who, in
	the sole discretion of the Board, has contributed or
	may contribute to the growth and development of
	the Group
"Excluded Participant(s)"	any Eligible Participant who is resident in a place
	where the award of the Awarded Shares and/or the
	vesting of the Awarded Shares pursuant to the terms
	of the Scheme is not permitted under the laws or
	regulations of such place or where in the view of the
	Board, compliance with applicable laws or
	regulations in such place makes it necessary or
	expedient to exclude such Eligible Participant
"Group"	the Company together with its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of
	the People's Republic of China
"Listing Committee"	has the meaning ascribed to this term under the
	Listing Rules
"Listing Rules"	Rules Governing the Listing of Securities on the
	Stock Exchange
"Scheme"	the share award scheme of the Company approved
	by the Board on 23 September 2019
"Selected Grantee(s)"	Eligible Participant(s) (excluding any Excluded
	Participant) selected by the Board (at its absolute
	discretion) to participant in the Scheme subject to
	the terms and conditions as the Board may determine

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"SGM"	the special general meeting of the Company to be
	convened for the purpose of considering and, if
	thought fit, approving, among other things, the
	Scheme and its implementation including a specific
	mandate for the issue of Awarded Shares under the
	Scheme
"Share(s)"	ordinary share(s) of HK$0.05 each in the issued
	share capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Vesting Date"	the date on which a Selected Grantee's entitlement
	to the Awarded Shares under an Award is vested in
	such Selected Grantee in accordance with the terms
	of the Scheme
"HK$"	Hong Kong Dollars, the lawful currency of Hong
	Kong
"%"	per cent

By Order of the Board

Oshidori International Holdings Limited

Chow Chi Wah Vincent

Managing Director

Hong Kong, 23 September 2019

As at the date of this announcement, the Board comprises the following directors:

Executive Directors:	Independent Non-Executive Directors:
Mr. Sam Nickolas David Hing Cheong	Mr. Cheung Wing Ping
(Chairman)	Mr. Hung Cho Sing
Mr. Chow Chi Wah Vincent	Mr. Chan Hak Kan
(Managing Director)
Mr. Wong Yat Fai
Ms. Wong Wan Men Margaret

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