THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

SCUD GROUP LIMITED

飛毛腿集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01399)

（1）RENEWAL OF GENERAL MANDATE

TO ISSUE SHARES AND REPURCHASE SHARES;

（2）RE-ELECTION OF DIRECTORS;

（3）PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME; AND

（4）NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of SCUD Group Limited to be held at 2:30 p.m. on Monday, 17 June 2019 at Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wan Chai, Hong Kong is set out on pages 30 to 35 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar of SCUD Group Limited in Hong Kong, Tricor Investor Services Limited, located at Level 22, 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 holding the annual general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting, or any adjournment thereof, should you so wish.

29 April 2019

* For identification purpose only

CONTENTS

Page

DEFINITIONS

. . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . 5

APPENDIX I

-

EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . 11

APPENDIX II

-

PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

. . . . . 14

APPENDIX III -

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW

SHARE

OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . 21

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . 30

- i -

DEFINITIONS

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

"Adoption Date"

means 17 June 2019, the date on which the New Share Option

Scheme is to be conditionally adopted by the Shareholders in the

AGM;

"AGM"

means the annual general meeting of the Company to be held at

2:30 p.m. on Monday, 17 June 2019 at Gloucester Luk Kwok Hong

Kong, 72 Gloucester Road, Wan Chai, Hong Kong;

"AGM Notice"

means the notice convening the AGM set out on pages 30 to 35 of

this circular;

"Articles"

means the articles of association of the Company adopted pursuant

to written resolutions of the Shareholders passed on 3 December

2006;

"associate"

has the same meaning as defined in the Listing Rules;

"Board"

means the board of Directors;

"Business Day"

means any day (excluding a Saturday and Sunday) on which banks

are generally open for business in Hong Kong;

"close associate"

has the same meaning as defined in the Listing Rules;

"Companies Law"

means the Companies Law of the Cayman Islands, as amended,

supplemented or otherwise modified from time to time;

"Company"

means SCUD Group Limited, a company incorporated in the

Cayman Islands with limited liability and the shares of which are

listed on the Stock Exchange;

"connected person"

has the same meaning as defined in the Listing Rules;

"controlling shareholder"

has the same meaning as defined in the Listing Rules;

"core connected person"

has the same meaning as defined in the Listing Rules;

"Date of Grant"

in respect of an Option, means the Business Day on which the

Board resolves to make an Offer to a Participant, whether or not the

Offer is subject to Shareholders' approval on the terms of the New

Share Option Scheme;

"Directors"

means the directors of the Company;

- 1 -

DEFINITIONS

"Grantee"

means any Participant who accepts an Offer in accordance with the

terms of the New Share Option Scheme or (where the context so

permits) a person entitled to any such Option in consequence of the

death of the original Grantee or the legal personal representative of

such person;

"Group"

means the Company and its subsidiaries;

"HK$"

means Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong"

means the Hong Kong Special Administrative Region of the PRC;

"Issue Mandate"

means a general and unconditional mandate proposed to be granted

to the Directors to exercise all powers of the Company to allot and

issue Shares set out as resolution no. 17 in the AGM notice;

"Latest Practicable Date"

means 18 April 2019, being the latest practicable date prior to the

printing of this circular for ascertaining certain information for

inclusion in this circular;

"Listing Rules"

means the Rules Governing the Listing of Securities on the Stock

Exchange;

"Memorandum of Association"

means the memorandum of association of the Company, adopted on

20 July 2006 and as amended, supplemented or otherwise modified

from time to time;

"New Share Option Scheme"

means the new share option scheme of the Company proposed to be

adopted and approved by the Shareholders at the AGM, a summary

of the principal terms of which is set out in Appendix III to this

circular;

"Offer"

means the offer of the grant of an Option made in accordance with

the terms and conditions of the New Share Option Scheme;

"Old Share Option Scheme"

means the share option scheme adopted by the Company on 3

December 2006 and which expired on 2 December 2016;

"Option Period"

in respect of any particular Option, means the period to be

determined and notified by the Board to the Grantee at the time of

making an Offer which shall not expire later than 10 years from the

Date of Grant;

"Option(s)"

means option(s) to subscribe for Shares pursuant to the New Share

Option Scheme and for the time being subsisting;

- 2 -

DEFINITIONS

"Participants"

means directors (including executive directors, non-executive

directors and independent non-executive directors) and employees

of the Group and any advisors, consultants, distributors, contractors,

suppliers, agents, customers, business partners, joint venture

business partners, promoters and service providers of any member

of the Group who the Board considers, in its sole discretion, have

contributed or will contribute to the Group;

"PRC"

means the People's Republic of China;

"Repurchase Mandate"

means a general and unconditional mandate proposed to be granted

to the Directors to exercise all powers of the Company to

repurchase Shares set out as resolution no. 18 in the AGM Notice;

"Scud Electronics"

means Scud (Fujian) Electronics Co., Ltd., a limited liability

company incorporated in the PRC and an indirectly wholly-owned

subsidiary of the Company;

"SFO"

means the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong);

"Share(s)"

means ordinary share(s) of HK$0.10 each in the issued share capital

of the Company;

"Shareholder(s)"

means holder(s) of the Share(s);

"Stock Exchange"

means The Stock Exchange of Hong Kong Limited;

"Subscription Price"

means the price per Share at which a Grantee may subscribe for

Shares on the exercise of an Option pursuant to the New Share

Option Scheme;

"Subsidiary"

means a company which is for the time being and from time to time

a subsidiary (within the meaning of the Companies Ordinance

(Chapter 622 of the Laws of Hong Kong)) of the Company,

whether incorporated in Hong Kong or elsewhere and

"Subsidiaries" shall be construed accordingly;

"Supplementary Guidance"

means the supplementary guidance on Rule 17.03(13) of the Listing

Rules issued by the Stock Exchange on 5 September 2005 and any

future guidance / interpretation of the Listing Rules issued by the

Stock Exchange from time to time;

- 3 -

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Scud Group Limited published this content on 26 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 April 2019 08:52:06 UTC