Casablanca : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

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

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LETTER FROM THE BOARD

Casablanca Group Limited

卡撒天嬌集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2223)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting for (i) the granting of the Issue Mandate to the Directors;

1. the granting of the Repurchase Mandate to the Directors; (iii) the extension of Issue Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Repurchase Mandate; and (iv) the re-election of retiring Directors.

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LETTER FROM THE BOARD

2. ISSUE MANDATE AND ITS EXTENSION AND REPURCHASE MANDATE

At the last annual general meeting of the Company held on 25 May 2020, general mandates were granted to the Directors to issue and repurchase Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting.

In order to give the Company the flexibility to issue and repurchase Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting for the Shareholders to consider, and if thought fit, approve the granting of new general mandates to the Directors:

1. to allot, issue or deal with additional Shares not exceeding 20% of the total number of the Shares of the Company as at the date of passing of such resolution (i.e. a total number of Shares not exceeding 51,570,800 Shares based on the issued share capital of the Company of 257,854,000 Shares as at the Latest Practicable Date and assuming that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting) (the "Issue Mandate");
2. to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of the Shares of the Company as at the date of passing of such resolution (i.e. a total number of Shares not exceeding 25,785,400 Shares based on the issued share capital of the Company of 257,854,000 Shares as at the Latest Practicable Date and assuming that the issued share capital of the Company remains unchanged as at the date of the Annual General Meeting) (the "Repurchase Mandate"); and
3. to extend the Issue Mandate by adding an amount representing the total number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions numbered 5 and 6 of the Notice set out on pages 18 to 22 of this circular. With reference to the Issue Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plan to issue any new Shares or repurchase any Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 16.18 of the Articles, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation and all the Directors who retire at the forthcoming annual general meeting shall be eligible for re-election thereat. The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.

Mr. Cheng Sze Kin and Mr. Cheng Sze Tsan will retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election at the same meeting.

Pursuant to Article 16.3 of the Articles, any Director elected and so appointed by ordinary resolution in general meeting shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election.

Dr. Cheung Wah Keung and Mr. Chow On Wa will hold office only until the Annual General Meeting and shall then be eligible for re-election at the same meeting.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director(s) in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the Directors proposed for re-election are set out in Appendix II to this circular.

The Board, having considered the view of the Nomination Committee (which has recommended the re-election of Mr. Cheng Sze Kin and Mr. Cheng Sze Tsan as Executive Directors with reference to the nomination policy), considers that both of Mr. Cheng Sze Kin and Mr. Cheng Sze Tsan are able to contribute to the Board with their great understanding of the business of the Group, diversity of skillsets and extensive experience and knowledge together with solid business connections, and therefore recommends to the Shareholders the proposed re-election of Mr. Cheng Sze Kin and Mr. Cheng Sze Tsan at the Annual General Meeting.

The Company has reviewed the annual confirmations of independence from Dr. Cheung Wah Keung and Mr. Chow On Wa. Recommendations to the Board for the proposed re-election of Dr. Cheung Wah Keung and Mr. Chow On Wa as Independent Non-executive Directors were made by the Nomination Committee of the Company, after having reviewed their suitability according to the assessment criteria as set out in the nomination policy adopted by the Company which includes, inter alia, the independence guidelines as set out in Rule 3.13 of the Listing Rules. The Board, taking into account their past contributions to the Company and their individual attributes enhancing the Board's diversity as set out in the board diversity policy adopted by the Company and optimal composition (details as set out in their respective biographies in Appendix II to this circular), accepted the recommendations from the Nomination Committee of the Company and recommends to the Shareholders the proposed re-election of Dr. Cheung Wah Keung and Mr. Chow On Wa at the Annual General Meeting.

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LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The Notice is set out on pages 18 to 22 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the extension of Issue Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Repurchase Mandate; and (iv) the re-election of retiring Directors.

Pursuant to Rule 13.39(4) of the Listing Rules, save and except resolutions which relate to procedural or administrative matters, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the Annual General Meeting except where the chairman of the Annual General Meeting, in good faith, decides to allows a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.casablanca.com.hk). Whether or not you are able to attend the Annual General Meeting, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, 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 or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and in such event, your proxy form shall be deemed to be revoked.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

6. RECOMMENDATION

The Directors consider that the proposals for the granting/extension of the Issue Mandate, the Repurchase Mandate and the re-election of retiring Directors are in the best interests of the Company, the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all these resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

7. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 17 May 2021 to Friday, 21 May 2021 (both days inclusive), during which no transfer of Shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all completed transfer documents accompanying with the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration no later than 4:00 p.m. (Hong Kong time) on Friday, 14 May 2021 (the last share registration date to determine shareholders' voting right).

Yours faithfully,

On behalf of the Board

Casablanca Group Limited

Cheng Sze Kin

Chairman

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The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. LISTING RULES RELATING TO REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. the shares proposed to be purchased by the company are fully-paid up;
2. the company has previously sent to its shareholders an explanatory statement complying with the provisions of Rule 10.06(1)(b) of the Listing Rules; and
3. the shareholders of the company have given a specific approval or a general mandate to the directors of the company to make such purchase, by way of an ordinary resolution which complies with the provisions of Rule 10.06(1)(c) of the Listing Rules and which has been passed at a general meeting of the company duly convened and held.

2. REASONS FOR REPURCHASE OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have general authority from the Shareholders to enable the Company to repurchase the Shares in the market.

Repurchase of the Shares may, depending on the market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 257,854,000 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the Notice in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 257,854,000 Shares, the Directors will be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total number of the Shares not exceeding 25,785,400 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

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4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and Articles, the laws of the Cayman Islands (being the place of incorporation of the Company) and/or any other applicable laws, as the case may be.

The Company is empowered by the Memorandum and Articles to repurchase the Shares. The laws of the Cayman Islands provide that a purchase of Shares may be made (to the extent of the par value of such shares) out of profits, share premium account or the proceeds of a fresh issue of shares made for such purpose or out of capital provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the repurchase is authorised by the Memorandum and Articles; and that any premium payable on a repurchase of Shares may be made out of profits, the Company's share premium account or out of capital provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorised by its Memorandum and Articles.

The Company may not repurchase the Shares for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020, being the date to which the latest audited financial statements of the Company have been made up) in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels, which, in the opinion of the Directors, are from time to time appropriate for the Company.

6. EFFECT OF THE TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

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As at the Latest Practicable Date, the Controlling Shareholders collectively held 162,000,000 Shares, representing 62.83% of the total issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholding of Controlling Shareholders will, based on their current shareholding, be increased to approximately 69.81% of the total issued share capital of the Company.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase that may be made under the Repurchase Mandate. Assuming that there is no further issue of the Shares between the Latest Practicable Date and the date of repurchase of the Shares made by the Company, the exercise of the Repurchase Mandate in full will not result in the number of the Shares held by the public falling below 25% as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding falling below such prescribed percentage.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

To the best of their knowledge and having made all reasonable enquiries, none of the Directors or any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

8. THE DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Memorandum and Articles, the Listing Rules, the laws of the Cayman Islands and all other applicable laws.

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9. MARKET PRICES OF THE SHARES

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange during each of the past 12 months preceding the Latest Practicable Date were as follows:

10. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company or its subsidiaries during the six months ended on the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting, are provided below.

1. MR. CHENG SZE KIN - EXECUTIVE DIRECTOR

Mr. Cheng Sze Kin, aged 60, is one of the founders of the Group to establish the Group's business in May 1993. He was appointed as a Director on 2 April 2012 and re-designated as an Executive Director and the Chairman of the Board on 22 October 2012. He is currently a director of all the subsidiaries of the Group incorporated in Hong Kong and BVI. He is responsible for strategic planning of the Group, in particular product development and production. He has over 25 years of experience in the production of bedding products and textile trading. He is the spouse of Ms. Wong Pik Hung and the brother of Mr. Cheng Sze Tsan, both of whom are also Executive Directors.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Cheng Sze Kin is a director of and was interested in 40% equity interest in World Empire, a holder of 150,000,000 Shares, representing 58.2% of the Company's issued share capital. Therefore, Mr. Cheng Sze Kin is deemed to be interested in such 150,000,000 Shares. Mr. Cheng Sze Kin is also the beneficial owner of 4,500,000 Shares, representing 1.7% of the Company's issued share capital, and holds options granted under the Share Option Scheme to subscribe for 2,800,000 Shares. Mr. Cheng Sze Kin is deemed to be interested in the 3,375,000 Shares beneficially held by Ms. Wong Pik Hung (his spouse), representing 1.3% of the Company's issued share capital; and the options granted to his spouse, Ms. Wong Pik Hung, under the Share Option Scheme to subscribe for 2,800,000 Shares. Save as disclosed above, Mr. Cheng Sze Kin was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Director's emolument

Mr. Cheng Sze Kin has renewed his service contract with the Company for a term of three years commencing from 1 April 2021, unless terminated by not less than three months' notice in writing served by either party. The annual salary of Mr. Cheng Sze Kin was HK$2,509,000 with effect from 1 April 2021, subject to annual review of the Company's Remuneration Committee. The emolument of Mr. Cheng Sze Kin was determined with reference to the prevailing market rate of similar position and his qualifications, experience and duties and responsibilities within the Group. The Company may provide Mr. Cheng Sze Kin with other benefits, which may be determined from time to time by the Company.

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Other information and matters that need to disclosed or brought to the attention of the Shareholders

Save as disclosed above, Mr. Cheng Sze Kin has not held or did not hold any other directorship in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company and has no information to disclose pursuant to any of the requirements under paragraphs 13.51(2)

1. to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Cheng Sze Kin that need to be brought to the attention of the Shareholders.

Suitability

The Nomination Committee of the Company has assessed the suitability of Mr. Cheng Sze Kin by reference to the Company's Directors' nomination policy and board diversity policy and considers Mr. Cheng Sze Kin is a suitable candidate for holding a directorship of the Company.

1. MR. CHENG SZE TSAN - EXECUTIVE DIRECTOR

Mr. Cheng Sze Tsan, aged 48, is one of the founders of the Group to establish the Group's business in May 1993. He was appointed as a Director on 2 April 2012 and re-designated as an Executive Director and Vice-chairman of the Board on 22 October 2012. He is currently a director of all the subsidiaries of the Group incorporated in Hong Kong and BVI. Mr. Cheng Sze Tsan was appointed as the Chief Executive Officer of the Company on 1 September 2016 and is responsible for strategic planning of the Group, in particular product development and sales management. He has over 25 years of experience in the bedding products industry. He is the brother of Mr. Cheng Sze Kin and the brother-in-law of Ms. Wong Pik Hung, both of whom are also Executive Directors. Mr. Cheng Sze Tsan is awarded by the Federation of Hong Kong Industries as "Young Industrialists of Hong Kong" in 2013 and has been appointed as standing committee member of Chinese People's Political Consultative Conference Guangzhou Committee (Huangpu District) since August 2015.

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Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Cheng Sze Tsan is a director of and was interested in 35% equity interest of World Empire, a holder of 150,000,000 Shares, representing 58.2% of the Company's issued share capital. Therefore, Mr. Cheng Sze Tsan is deemed to be interested in such 150,000,000 Shares. Mr. Cheng Sze Tsan is also the beneficial owner of 4,125,000 Shares, representing 1.6% of the Company's issued share capital, and holds options granted under the Share Option Scheme to subscribe for 2,800,000 Shares. Save as disclosed above, Mr. Cheng Sze Tsan was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Director's emolument

Mr. Cheng Sze Tsan has renewed his service contract with the Company for a term of three years commencing from 1 April 2021, unless terminated by not less than three months' notice in writing served by either party. The annual salary of Mr. Cheng Sze Tsan was HK$2,509,000 with effect from 1 April 2021, subject to annual review of the Company's Remuneration Committee. The emolument of Mr. Cheng Sze Tsan was determined with reference to the prevailing market rate of similar position and his qualifications, experience and duties and responsibilities within the Group. The Company may provide Mr. Cheng Sze Tsan with other benefits, which may be determined from time to time by the Company.

Other information and matters that need to disclosed or brought to the attention of the Shareholders

Save as disclosed above, Mr. Cheng Sze Tsan has not held or did not hold any other directorship in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company and has no information to disclose pursuant to any of the requirements under paragraphs 13.51(2)

1. to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Cheng Sze Tsan that need to be brought to the attention of the Shareholders.

Suitability

The Nomination Committee of the Company has assessed the suitability of Mr. Cheng Sze Tsan by reference to the Company's Directors' nomination policy and board diversity policy and considers Mr. Cheng Sze Tsan is a suitable candidate for holding a directorship of the Company.

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1. DR. CHEUNG WAH KEUNG ("DR. CHEUNG") - INDEPENDENT NON- EXECUTIVE DIRECTOR

Dr. Cheung Wah Keung, aged 60, was appointed as an Independent Non-executive Director on 26 May 2017. He is currently the chairman of each of Shinhint Group and Tai Sing Industrial Company Limited. He has more than 30 years of experience in trading and manufacturing of consumer electronic products. Dr. Cheung is currently an independent non-executive director and the independent non-executive chairman of PanAsialum Holdings Company Limited (stock code: 2078) and an independent non-executive director of Sky Light Holdings Limited (stock code: 3882) and Activation Group Holdings Limited (stock Code: 9919). The shares of above companies with stock code indicated are listed on the Stock Exchange.

Dr. Cheung holds a bachelor's degree in business administration, a master's degree in global political economy from The Chinese University of Hong Kong and a master's degree in corporate governance, a doctorate degree in business administration from The Hong Kong Polytechnic University. He was awarded by the Federation of Hong Kong Industries as "Young Industrialist of Hong Kong" in 2005 and "Certificates of Merit in Directorship" by the Hong Kong Institutes of Directors in 2006. He has taken up a variety of roles, including the president of the Hong Kong Young Industrialists Council from 2015 to 2016, the chairman of the Advisory Board for Master of Corporate Governance of The Hong Kong Polytechnic University and a committee member of the Council of The Hang Seng University of Hong Kong.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Dr. Cheung was interested in the options granted under the Share Option Scheme to subscribe 500,000 Shares. Save as disclosed above, Dr. Cheung was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Director's emolument

As set out in the letter of re-appointment entered into by Dr. Cheung and the Company dated 31 March 2021, the re-appointment was for a term of one year commencing from 1 April 2021 and ending on 31 March 2022, unless terminated by one month's notice in writing served by either party. The annual Director's emolument of Dr. Cheung was HK$246,000 with effect from 1 April 2021, subject to annual review by the Company's Remuneration Committee. The emolument of Dr. Cheung was determined with reference to the prevailing market rate of similar position and his qualifications, experience and duties and responsibilities within the Company. The Company may provide Dr. Cheung with other benefits, which may be determined from time to time by the Company.

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Other information and matters that need to disclosed or brought to the attention of the Shareholders

Save as disclosed above, Dr. Cheung has not held or did not hold any other directorship in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company and has no information to disclose pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Dr. Cheung that need to be brought to the attention of the Shareholders.

1. MR. CHOW ON WA ("MR. CHOW") - INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Chow On Wa, aged 59, was appointed as an Independent Non-executive Director on 26 May 2017. He is currently the director of JTF Development Limited which provides professional management and investment consulting services to various clients. Mr. Chow has over 20 years of experience in management of retail business of home accessories in the PRC. During 1986 to 2001, he worked for IKEA Group for 15 years. He was a general manager for India and Pakistan regional office of IKEA and subsequently stationed in the PRC. During 1995 to 2001, Mr. Chow was responsible for IKEA's retail and operational management in the PRC and opened the first retail shopping mall in the PRC for IKEA Group in 1997. He established Amfield Consultants Limited, which engaged in consultancy on management and strategic planning in business and retailing in the PRC, in 2001. Mr. Chow established New Concept International Enterprise Limited, in 2004, which was engaged in retailing of home accessories across the PRC focusing on shopping malls and department stores, and mainly distributed internationally renowned brands, including Frette, Trussardi-home and Esprit-home etc., until its business was sold in 2013 to Li & Fung Limited, the shares of which were listed on the Stock Exchange (stock code: 494) and withdrawn from listing with effect from 28 May 2020. From 2013 to June 2016, Mr. Chow was a senior vice president of Global Brands Group Holding Limited, the shares of which are listed on the Stock Exchange (stock code:

1. after its spin-off from Li & Fung Limited in 2014, and was responsible for management of its multi-branded home accessory business covering all over Asia. Mr. Chow holds a bachelor's degree in engineering from University of Manchester in the United Kingdom.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chow was interested in the options granted under the Share Option Scheme to subscribe 500,000 Shares. Save as disclosed above, Mr. Chow was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

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Director's emolument

As set out in the letter of re-appointment entered into by Mr. Chow and the Company dated 31 March 2021, the re-appointment was for a term of one year commencing from 1 April 2021 and ending on 31 March 2022, unless terminated by one month's notice in writing served by either party. The annual Director's emolument of Mr. Chow was HK$246,000 with effect from 1 April 2021, subject to annual review by the Company's Remuneration Committee. The emolument of Mr. Chow was determined with reference to the prevailing market rate of similar position and his qualifications, experience and duties and responsibilities within the Company. The Company may provide Mr. Chow with other benefits, which may be determined from time to time by the Company.

Other information and matters that need to disclosed or brought to the attention of the Shareholders

Save as disclosed above, Mr. Chow has not held or did not hold any other directorship in listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company and has no information to disclose pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chow that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

Casablanca Group Limited

卡撒天嬌集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2223)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Casablanca Group Limited (the "Company") will be held at Conference Room, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 21 May 2021 at 2:30 p.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the directors' report and the independent auditor's report of the Company for the year ended 31 December 2020.
2. To declare a final dividend for the year ended 31 December 2020.
3. (a) To re-elect Mr. Cheng Sze Kin as an Executive Director of the Company;
4. 1. To re-elect Mr. Cheng Sze Tsan as an Executive Director of the Company;
   2. To re-elect Dr. Cheung Wah Keung as an Independent Non-executive Director of the Company;
   3. To re-elect Mr. Chow On Wa as an Independent Non-executive Director of the Company; and
   4. To authorise the board of directors ("Board") of the Company to fix the remuneration of the directors of the Company.
5. To re-appoint CHENG & CHENG LIMITED, Certified Public Accountants, as auditor of the Company and authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, to pass with or without amendments, the following resolution as an ordinary resolution:

"THAT

1. subject to paragraph (c) of this resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as defined below) of all powers of the Company to allot, issue and deal with authorised and unissued shares in the capital of the Company, and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers, subject to all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such power after the end of the Relevant Period;
3. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to
4. 1. a Rights Issue (as defined below);
   2. the exercise of option under a share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees of the Company or the Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company;
   3. the exercise of rights of subscription or conversion under the terms of any warrants or any securities, which carry rights to subscribe for or are convertible into shares of the Company, issued by the Company; and
   4. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued Shares of the Company as at the date of passing this resolution and the said mandate shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and
   3. 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 or other securities of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong).

6. To consider and, if thought fit, to pass with or without amendments, the following resolution as an ordinary resolution:

"THAT

1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase or otherwise acquire 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 recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission for this purpose, subject to and in accordance with all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;
2. the total number of shares of the Company to be purchased or otherwise acquired by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined below) shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

7. To consider and, if thought fit, to pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set in items 5 and 6 of the notice convening the annual general meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the total number of the Company's shares ("Shares") which may be allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with by the Directors pursuant to such general mandate of an amount representing the total number of Shares purchased or otherwise acquired by the Company pursuant to the general mandate referred to in the resolution set out in item 6 of the Notice, provided that such extended amount shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing this resolution."

By Order of the Board

Casablanca Group Limited

Cheng Sze Kin

Chairman

Hong Kong, 15 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on behalf of him/her. A proxy needs not be a Shareholder. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting and, in such event, the form of proxy shall be deemed to be revoked.
3. The register of members of the Company will be closed from Monday, 17 May 2021 to Friday, 21 May 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting of the Company, all completed transfer documents accompanying with the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Union Registrars
   Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration no later than 4:00 p.m. (Hong Kong time) on Friday, 14 May 2021 (the last share registration date to determine shareholders' voting right).
   The proposed final dividend of HK$0.10 per Share as recommended by the Board is subject to the approval of the Shareholders at the Annual General Meeting. For determining the entitlement of the proposed final dividend, the register of members of the Company will be closed from Tuesday, 1 June 2021 to Thursday, 3 June 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to establish entitlements to the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 4:00 p.m. (Hong Kong time) on Monday, 31 May 2021.
4. Where there are joint registered holders of any Shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most, or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register in respect of the relevant joint holding.
5. Please refer to Appendix II to the circular of the Company dated 15 April 2021 for the details of the retiring/ proposed Directors subject to re-election and election at the Annual General Meeting.
6. If Typhoon Signal No. 8 or above is hoisted, or a "black" rainstorm warning signal or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 9:00 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on the website of the Company (www.casablanca.com.hk) and the Stock Exchange (www.hkexnews. hk) to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Board comprises Mr. Cheng Sze Kin (Chairman), Mr. Cheng Sze Tsan (Vice-chairman) and Ms. Wong Pik Hung as the Executive Directors; and Mr. Lo Siu Leung, Dr. Cheung Wah Keung and Mr. Chow On Wa as the Independent Non-executive Directors.

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