Great Eagle : Scrip Dividend Arrangement in relation to the Final Dividend for the Year Ended 31 December 2015

7190252a-2623-4dda-845d-d2ef03052436.pdf 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 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 to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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)

Directors:

LO Ka Shui, Chairman and Managing Director

LO Kai Shui, Deputy Managing Director

LO TO Lee Kwan#

CHENG Hoi Chuen, Vincent* WONG Yue Chim, Richard* LEE Pui Ling, Angelina*

LEE Siu Kwong, Ambrose* POON Ka Yeung*

LO Hong Sui, Antony LAW Wai Duen

LO Hong Sui, Vincent# LO Ying Sui#

LO Chun Him, Alexander

KAN Tak Kwong, General Manager

CHU Shik Pui

# Non-executive Directors

* Independent Non-executive Directors

Registered Office:

Canon's Court

22 Victoria Street Hamilton HM12 Bermuda

Principal Place of Business in Hong Kong:

33rd Floor, Great Eagle Centre 23 Harbour Road

Wanchai

Hong Kong

To the Shareholders

Dear Sir or Madam,

25 May 2016

SCRIP DIVIDEND ARRANGEMENT IN RELATION TO THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2015 INTRODUCTION

On 1 March 2016, it was announced that, among other things, the board of directors (the "Board") of Great Eagle Holdings Limited (the "Company") recommended the payment of a final dividend of HK47 cents per share (the "2015 Final Dividend") and a special final dividend of

HK$2.00 per share (the "Special Final Dividend") of HK$0.50 each in the capital of the Company (the "Share(s)") for the year ended 31 December 2015 payable on 22 June 2016 to the shareholders of the Company (the "Shareholder(s)") whose names appear on the registers of members of the Company (the "Registers of Members") as at the close of business on Friday, 20 May 2016 (the "Record Date"). At the annual general meeting of the Company held on 10 May 2016, the 2015 Final Dividend and Special Final Dividend were approved. The Shareholders were provided with an option to receive an allotment of new shares of HK$0.50 each in the capital of the Company (the "Scrip Shares") in lieu of cash only for the 2015 Final Dividend (the "Scrip Dividend Arrangement").

The Special Final Dividend will be paid solely in the form of cash.

The purpose of this circular is to set out the procedures which apply in relation to the Scrip Dividend Arrangement and the action which should be taken by the Shareholders in relation thereto.

PARTICULARS OF THE SCRIP DIVIDEND ARRANGEMENT

Under the Scrip Dividend Arrangement, each Shareholder has the choice of receiving:

1. a cash dividend of HK47 cents for each Share held on the Record Date; or

2. a scrip dividend of new shares at an Issue Price (as defined below), subject to any fractional entitlement being disregarded as mentioned below; or

3. a combination of partly in (a) and partly in (b) above.

The Scrip Shares issued in respect of the 2015 Final Dividend will, when they are issued, rank pari passu in all respects with the existing issued Shares of the Company except that such Scrip Shares themselves will not rank for the 2015 Final Dividend or Special Final Dividend. The right to receive Scrip Shares instead of whole or part of the cash dividend is non-transferable.

Based on 667,778,017 Shares in issue as at the Record Date, if no elections for the Scrip Shares were received, the total cash dividend payable by the Company in respect of the 2015 Final Dividend (not including the Special Final Dividend which will be paid solely in the form of cash) would be approximately HK$313.86 million. If all Shareholders elect to receive their entitlement in the form of Scrip Shares, the maximum number of Scrip Shares to be issued would be 11,589,943 Shares, representing approximately 1.74% of the existing issued share capital of the Company and approximately 1.71% of the issued share capital of the Company as enlarged by the issue of the Scrip Shares.

BASIS OF ALLOTMENT OF THE SCRIP SHARES

For the purpose of calculating the number of Scrip Shares to be allotted to the Shareholders pursuant to the Scrip Dividend Arrangement, the issue price of the Scrip Shares has been determined at HK$27.08 per Share (the "Issue Price"), which is the average closing price of the Shares quoted on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the five consecutive trading days commencing from and including 13 May 2016, less a 5% discount. Accordingly, the number of Scrip Shares which each Shareholder will receive under the Scrip Dividend Arrangement will be calculated as follows:

Number of Scrip Shares to be received

(round down to the nearest whole number)

Number of existing Shares

= held on the Record Date for which the election for Scrip

Shares is made

HK$0.47

xHK$27.08

The number of Scrip Shares to be received by each Shareholder pursuant to his/her election will be rounded down to the nearest whole number. No Shareholder will be entitled to be issued any fraction of a Share under the Scrip Dividend Arrangement. If you elect to receive the maximum number of Scrip Shares in lieu of your cash dividend, a residual dividend entitlement may arise, representing the difference between the total cash equivalent of the Scrip Shares based on the Issue Price to be issued to you and the maximum dividend available in respect of your shareholdings. Fractional entitlements to Scrip Shares will be disregarded and the benefit thereof will accrue to the Company.

Scrip Shares issued to a Shareholder pursuant to an election to receive some or all of his/her 2015 Final Dividend in Scrip Shares may be allocated in odd lots (of fewer than a board lot of 1,000 Shares). No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of Scrip Shares issued in odd lots. Shareholders should be aware that odd lots usually trade at a discount to the price of board lots.

You may elect to receive Scrip Shares in respect of all or part of your holding of Shares. No fraction of a Share will be issued. If you choose to take only part of your dividends as Scrip Shares, you will receive the balance in cash.

ACTION TO BE TAKEN

An election form (the "Election Form") is enclosed with this circular. Please read carefully the instructions below and the instructions printed on the Election Form.

If you wish to receive the whole of the 2015 Final Dividend in cash, you need not complete the Election Form. If you wish to elect to receive an allotment of Scrip Shares, or partly in cash and partly in Scrip Shares in respect of the 2015 Final Dividend, you must COMPLETE, SIGN and RETURN the Election Form to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (the "Share Registrar") of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 10 June 2016.

No acknowledgement of receipt of the Election Form will be issued.

The latest time for submission of the Election Forms will not be valid if there is a tropical cyclone warning signal no. 8 or above, or a "black" rainstorm warning in force in Hong Kong:

1. at any time before 12:00 noon and no longer in force after 12:00 noon on 10 June 2016. Instead, the deadline for submission of the Election Forms will be extended to 5:00 p.m. on the same business day;

2. at any time between 12:00 noon and 4:00 p.m. on 10 June 2016. Instead, the deadline for submission of the Election Forms will be rescheduled to 4:30 p.m. on the next business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

No elections in respect of the 2015 Final Dividend may, after the relevant Election Forms are signed and returned to the Share Registrar, be in any way withdrawn, revoked, superseded or altered.

If you sign the Election Form but do not specify the number of Shares in respect of which you wish to receive your 2015 Final Dividend in Scrip Shares or, if you elect to receive your 2015 Final Dividend in Scrip Shares in respect of a greater number of Shares than your registered holding on the Record Date, then in either case you will be deemed to have exercised your election of Scrip Shares in respect of all your Shares.

OVERSEAS SHAREHOLDERS

The Board is aware that, after making legal enquiries by the Company, for the Shareholders with registered addresses in New Zealand and the United States of America, local approval and/or filing or other formalities in relation to the Scrip Dividend Arrangement need to be observed so as to comply with the relevant securities legislation in those jurisdictions. As the Board considered that it would not be cost-effective or expedient for the Company to comply with the registration requirements and/or other formalities under the laws of the relevant jurisdictions, it has decided to exclude Shareholders with registered addresses in these jurisdictions (the "Excluded Shareholders") from the Scrip Dividend Arrangement. Accordingly, Election Form will not be sent to the Excluded Shareholders and they will only receive this circular for information. Excluded Shareholders will receive the 2015 Final Dividend wholly in cash.

Save for the Excluded Shareholders, all Shareholders residing outside Hong Kong should consult their professional advisers as to whether any government or other consents are required or other formalities need to be observed to permit them to participate in the Scrip Dividend Arrangement.

No Shareholder receiving in any territory outside Hong Kong a copy of this circular and/or an Election Form may treat the same as an invitation to elect for Shares unless in the relevant territory such invitation could lawfully be made to such person without the Company being required to comply with any registration or other legal requirements, governmental or regulatory procedures or any similar formalities. It is the responsibility of any Shareholder residing outside Hong Kong who wishes to receive Scrip Shares under the Scrip Dividend Arrangement to comply with the laws of the relevant jurisdiction(s), including procedures or any other similar formalities. It is also the responsibility of any person who receives Scrip Shares in lieu of cash dividend to comply with any restrictions on the resale of the Scrip Shares which apply outside Hong Kong.

CONDITION OF THE SCRIP DIVIDEND ARRANGEMENT

The Scrip Dividend Arrangement is conditional upon listing approval being granted by the Stock Exchange in respect of the Scrip Shares to be issued pursuant thereto. If this condition is not satisfied, the Scrip Dividend Arrangement described in this circular will not become effective, the Election Forms will be void and the 2015 Final Dividend will then be paid wholly in cash.