Portico International : Notice of Annual General Meeting

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Portico International Holdings Limited

寶 國 國 際 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 0589)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Portico International Holdings Limited (the ''Company'') will be held at Suite 2702, 27/F., Hysan Place, 500 Hennessy Road, Causeway Bay, Hong Kong on Friday, 26 May 2017 at 10: 30 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the directors' report and independent auditor's report for the year ended 31 December 2016.

2. (1) To re-elect Mr. Anthony Paul Chan as an executive director of the Company; and

3. To re-elect Ms. Jenny Ching Ching Tan as an executive director of the Company; and

4. To re-elect Mr. He Kun as an executive director of the Company; and

5. To re-elect Mr. Antonio Delfin Gregorio as an independent non-executive director of the Company; and

6. To re-elect Mr. Zheng Wanhe as an independent non-executive director of the Company; and

7. To authorize the board of directors of the Company (the ''Board'') to fix their remuneration.

8. To re-appoint KPMG as auditors of the Company and to authorize the Board to fix their remuneration.

   * For identification purpose only

9. To consider, and if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

1. ''THAT:

2. subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ''Listing Rules''), the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares or such securities in the capital of the Company, and to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;

4. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option, warrant or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company; or

   (iii) the exercise of any options under any share option scheme or similar arrangement for the time being adopted for the grant or issue of shares of the Company or right to acquire shares of the Company; or (iv) the exercise of any rights under the bonds, warrants and debentures convertible into shares of the Company, shall not exceed 20% of the number of issued shares of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

5. for the purposes of this resolution:

   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:

6. the conclusion of the next annual general meeting of the Company;

7. the expiration of the period within which the next annual general meeting of the Company is required by applicable law or the Bye-laws of the Company to be held; and

8. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

   Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical problems or restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).''

9. ''THAT:

10. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own issued shares in the capital of the Company on the Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with Bermuda law and all applicable laws and/or the Listing Rules or the rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

11. the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

12. the aggregate nominal amount of the shares to be repurchased by the Directors pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

13. for the purposes of this resolution:

    ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:

14. the conclusion of the next annual general meeting of the Company;

15. the expiration of the period within which the next annual general meeting of the Company is required by applicable law or the Bye-laws of the Company to be held; and

16. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

17. ''THAT:

conditional upon the passing of ordinary resolutions nos. 4(1) and 4(2) as set out in the notice convening this meeting, the general unconditional mandate granted to the Directors pursuant to ordinary resolution no. 4(1) as set out in the notice convening this meeting be extended by the addition to the aggregate nominal value of the share capital of the Company which may be allotted or agreed to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the shares repurchased by the Company pursuant to the authority to repurchase shares granted pursuant to ordinary resolution no. 4(2) as set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the number of issued shares of the Company in issue as at the date of this resolution.''

By Order of the Board

Portico International Holdings Limited Anthony P. Chan

Chief Executive Officer and Executive Director

25 April 2017

Notes:

1. Resolution no. 4(3) will be proposed to the shareholders of the Company for approval provided that ordinary resolutions nos. 4(1) and 4(2) are passed by the shareholders.

2. The register of members of the Company will be closed from Tuesday, 23 May 2017 to Friday, 26 May 2017 (both days inclusive), during which period no transfer of shares will be effected. In order to determine the identity of the shareholders who are entitled to attend and vote at the Company's forthcoming Annual General Meeting, all transfer instruments accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on Monday, 22 May 2017.