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 registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Great Eagle Holdings Limited, 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 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.

(Stock Code: 41) GENERAL MANDATES TO BUY-BACK AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 2017 ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Great Eagle Holdings Limited to be held at 5th Floor, Champion Tower, 3 Garden Road, Central, Hong Kong on Wednesday, 10 May 2017 at 3:30 p.m. is set out on pages N1 to N5 of this circular.

Whether or not you intend to be present at the 2017 AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's principal place of business in Hong Kong at 33rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2017 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the 2017 AGM or any adjourned meeting thereof should you so wish.

5 April 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

  1. Proposed General Mandates to Buy-back and to Issue Shares. . . . . . . . . . . . . . . . . . . 4

  2. Proposed Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

  3. 2017 Annual General Meeting, Closure of Registers of Members

and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

7. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Appendix II - Details of the Retiring Directors to be Re-elected . . . . . . . . . . . . . . . . . . 12 Notice of 2017 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N1

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

"2017 AGM" the AGM to be convened at 3:30 p.m. on Wednesday, 10 May

2017, notice of which is set out on pages N1 to N5 of this circular

"AGM" annual general meeting of the Company

"Auditor" the auditor for the time being of the Company

"Board" the board of Directors

"Business Day" any day in which the Stock Exchange is open for the business of

dealing in securities

"Buy-back Mandate" the general and unconditional mandate to exercise all the power

of the Company to buy-back issued and fully-paid Shares not exceeding 10 percent of the aggregate nominal amount of the Shares in issue at the date of passing of the resolution

"Bye-laws" The bye-laws of the Company as may be amended from time to time

"Company" Great Eagle Holdings Limited

"Connected Person" has the same meaning ascribed to it in the Listing Rules "Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's

Republic of China

"Issue Mandate" the general and unconditional mandate to allot, issue and deal

with Shares (and securities exercisable or convertible into Shares) with an aggregate nominal value not exceeding 20 percent of the aggregate nominal amount of the Shares in issue at the date of passing of the resolution

"Latest Practicable Date" 24 March 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information referred to in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock

Exchange

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"Notice" the notice convening the 2017 AGM dated 5 April 2017 as set out on pages N1 to N5 of this circular

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" the ordinary share(s) of HK$0.50 each in the share capital of the Company, or if there has been a subdivision, consolidation, reclassification of or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

"Shareholder(s)" holder(s) of Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited "Takeovers Code" Code on Takeovers and Mergers

"HK$" Hong Kong dollar, the lawful currency of Hong Kong

"%" per cent.

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Great Eagle Holdings Limited published this content on 05 April 2017 and is solely responsible for the information contained herein.
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