Pokfulam Development : NOTICE OF ANNUAL GENERAL MEETING

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POKFULAM DEVELOPMENT COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 225)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Pokfulam Development Company Limited (the "Company" and the "2019 AGM", respectively) will be held at Director's Room, World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 31 December 2019 at 3:30 p.m. (or its adjournment) for the following purposes:

As ordinary business:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries (the "Group") and the reports of the directors and the independent auditor of the Company for the year ended 30 September 2019 (the "Year").
2. To declare a final dividend for the Year.
3. To re-elect Mr. Wong Tat Kee, David as an executive director of the Company.
4. To re-elect Mdm. Lam Hsieh Lee Chin, Linda as an independent non-executive director of the Company.
5. To re-elect Mr. Seto Gin Chung, John as an independent non-executive director of the Company.
6. To authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors for the year ending 30 September 2020 (the "Year 2020").
7. To re-appoint BDO Limited as the independent auditor of the Company in respect of the consolidated financial statements of the Group for Year 2020 and to authorise the Board to fix its remuneration.

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As special business:

To consider and, if thought fit, to pass with or without modification the following resolutions shown as items 8, 9, and 10 as ordinary resolutions:

8. "THAT:

1. subject to paragraph (b) of this Resolution below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to buy back the issued shares of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Future Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the total number of the Shares which the Company is authorized to buy back pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent of the total number of Shares in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and
3. for the purpose 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 to be held by the articles of association of the Company or the Companies Ordinance (Chapter 622 of the Laws of Hong Kong); and
   3. the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in a general meeting."

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9. "THAT:

1. subject to paragraph (c) of this Resolution below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the "Shares") or securities convertible into or exchangeable for Shares, options for similar rights to subscribe for any Shares and to make or grant offers, agreements, options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this Resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options which might require the exercise of such powers after the end of the Relevant Period;
3. the total number of the Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below); or
   2. any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or
   3. any scrip dividend or similar arrangement 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 of the Company (the "Articles of Association") in force from time to time; or
   4. any issue of Shares upon the exercise of rights of subscription, conversion or exchange under the terms of any securities of the Company which are convertible into or exchangeable for shares;

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shall not exceed the total of:

1. 1. 20 per cent of the total number of Shares in issue as at the date of passing this Resolution; and
   2. (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares bought back by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent of the total number of Shares in issue as at the date of passing this Resolution), and the said approval shall be limited accordingly; and
2. for the purpose of this Resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or the Companies Ordinance (Chapter 622 of the Laws of Hong Kong); and
2. the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in a general meeting; and
   "Rights Issue" means an offer of Shares, or offer or issue of options or other securities giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares 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 exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)."

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10. "THAT the directors of the Company be and are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as Resolution No. 9 of the notice convening this meeting in respect of the shares of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution."

By Order of the Board

Pokfulam Development Company Limited

Hui Sui Yuen

Company Secretary

Hong Kong, 26 November 2019

Notes:

1. For determining the entitlement to attend and vote at the 2019 AGM, the register of members of the Company (the "Register of Members") will be closed from Tuesday, 24 December 2019 to Tuesday, 31 December 2019 (both days inclusive), during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the 2019 AGM, non-registered members must lodge all transfer documents, accompanied by the relevant share certificates with the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 23 December 2019.
2. Conditional on the passing of Resolution No. 2 above and for determining the entitlement of the members of the Company (the "Members") to receive the proposed final dividend, the Register of Members will be closed from Tuesday, 7 January 2020 to Thursday, 9 January 2020 (both days inclusive), during which period no transfer of Shares will be effected. In order to qualify for the final dividend, the non-registered Shareholders must lodge all transfer documents, accompanied by the relevant share certificates with the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre,183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 6 January 2020.
3. Any Member entitled to attend and vote at the 2019 AGM convened by the above notice (the "Notice") is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the 2019 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed. All forms of proxies together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited with the registered office of the Company, 23rd Floor, Beverly House, 93-107 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event, not later than 48 hours (excluding the public holidays) before the time appointed for the 2019 AGM or its adjournment (as the case may be).
4. Completion and return of the form of proxy shall not preclude a Member from attending and voting in person at the 2019 AGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the 2019 AGM in person, the form of proxy shall be deemed to have been revoked.

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1. With reference to Resolutions Nos. 3, 4 and 5 above, Mr. Wong Tat Kee, David, Mdm. Lam Hsieh Lee Chin, Linda and Mr. Seto Gin Chung, John will retire as Directors at the 2019 AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in Appendix II to the Company's circular dated 26 November 2019 (the "Circular").
2. With reference to Resolution No. 7 above, the board of Directors (the "Board") concurs with the views of the audit committee of the Board and has recommended that BDO Limited be re-appointed as the independent auditor of the Company.
3. With reference to Resolutions Nos. 8, 9 and 10 above, the Directors wish to state that they have no immediate plans to buy back any existing Shares or to issue any new Shares pursuant to the relevant mandate. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on Resolutions Nos. 8, 9 and 10 as required by the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") is set out in Appendix I to the Circular.
4. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in the Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
5. In the case of joint holders of a Share, any one of such joint holders may vote at the 2019 AGM, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the 2019 AGM personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such Share shall alone be entitled to vote in respect thereof.
6. The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, theEnglish version shall prevail.

As at the date of this notice, the Board comprises Mr. Wong Tat Chang, Abraham (Chairman and Managing Director), Mr. Wong Tat Kee, David and Mr. Wong Tat Sum, Samuel as executive Directors, and Mdm. Lam Hsieh Lee Chin, Linda, Mr. Li Kwok Sing, Aubrey, Mr. Sit Hoi Wah, Kenneth and Mr. Seto Gin Chung, John as independent non-executive Directors.

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