Portico : Notice of Annual General Meeting, Re-election of the Retiring Directors and General Mandate to Issue Shares and to Repurchase Shares

01 cover_43493-03D 0..1

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.

If you are in any doubt as to any aspect of this circular or as to any action to be taken, you should consult a stockbroker 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 Portico International Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Portico International Holdings Limited

寶 國 國 際 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 589)

NOTICE OF ANNUAL GENERAL MEETING AND

PROPOSALS FOR

RE-ELECTION OF THE RETIRING DIRECTORS AND

GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES

A notice convening the AGM of Portico International Holdings Limited to be held at Suite 2702, 27/F., Hysan Place, 500 Hennessy Road, Causeway Bay, Hong Kong on Friday, 27 May 2016 at 10: 30 a.m. is set out on pages 11 to 14 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not less than 48 hours before the commencement of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

* For identification purpose only

26 April 2016

Page

DEFINITIONS .... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

LETTER FROM THE BOARD

INTRODUCTION .... ........ ....... ....... ........ ....... ........ ....... ....... 3

CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY ...... ....... ....... 4

RE-ELECTION OF THE RETIRING DIRECTORS .... ....... ........ ....... ....... 4

GENERAL MANDATE AND REPURCHASE MANDATE .... ........ ....... ....... 4

NOTICE OF AGM ... ........ ....... ....... ........ ....... ........ ....... ....... 5

VOTING PROCEDURE ...... ....... ....... ........ ....... ........ ....... ....... 5

PROXY ...... ....... ........ ....... ....... ........ ....... ........ ....... ....... 5

RECOMMENDATION ........ ....... ....... ........ ....... ........ ....... ....... 5

RESPONSIBILITY STATEMENT .... ....... ........ ....... ........ ....... ....... 6

APPENDIX I - INFORMATION ON THE DIRECTORS

PROPOSED FOR RE-ELECTION ... ....... ........ ....... ....... 7

APPENDIX II - EXPLANATORY STATEMENT FOR

THE REPURCHASE MANDATE .... ....... ........ ....... ....... 9

NOTICE OF ANNUAL GENERAL MEETING 11

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

''AGM'' the annual general meeting of the Company to be held at Suite 2702, 27/F., Hysan Place, 500 Hennessy Road, Causeway Bay, Hong Kong on Friday, 27 May 2016 at 10: 30 a.m.

''Board'' the board of Directors

''Bye-laws'' the bye-laws of the Company

''Company'' Portico International Holdings Limited, a company incorporated in Bermuda and whose Shares are listed on the Main Board of the Stock Exchange

''controlling shareholders'' has the meaning ascribed thereto in the Listing Rules

''Director(s)'' the director(s) of the Company

''General Mandate'' a general mandate proposed to be granted to the Directors to

exercise the powers of the Company to allot, issue and deal with Shares in the manner as set out in resolution no. 4(1) in the notice of the AGM

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' The Hong Kong Special Administrative Region of the People's Republic of China

''Latest Practicable Date'' 18 April 2016, being the latest practicable date before the

printing of this circular for ascertaining certain information contained herein

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''PIEL'' Ports International Enterprises Limited, a company which its issued share capital is owned as to 50% each by Mr. Alfred Chan and Mr. Edward Tan, the controlling shareholders of the Company

''Repurchase Mandate'' a general mandate proposed to be granted to the Directors to

exercise all the powers of the Company to repurchase Shares in the manner as set out in resolution no. 4(2) in the notice of the AGM

''RMB'' Renminbi, the lawful currency of the People's Republic of China

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

''Share(s)'' ordinary share(s) with nominal value of HK$0.0025 each in the capital of the Company

''Shareholder(s)'' shareholder(s) of the Company

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Takeovers Code'' The Codes on Takeovers and Mergers and Share Buy-backs

''%'' percent