Stella International : General Mandates to Issue and Repurchase Shares, Proposed Re-election of Directors and Notice of Annual General Meeting

"Articles of Association"

"Board"

"Board Diversity Policy"

the articles of association of the Company, as amended from time to time

the board of Directors

the board diversity policy of the Company established to ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the requirements of the business of the Group, which includes a policy on selection and nomination of Directors

"Companies Law"

"Company"

the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

Stella International Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

"connected person(s)"

"Director(s)"

"Extension Mandate"

has the same meaning as defined under the Listing Rules

director(s) of the Company

a general and unconditional mandate proposed to be granted to the Directors to the effect that the total number of Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the General Mandate

"General Mandate"

"Group"

"Hong Kong"

"Latest Practicable Date"

"Listing Rules"

"Repurchase Mandate"

"SFO"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 5% of the total number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting

the Company and its subsidiaries

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

28 March 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

the Rules Governing the Listing of Securities on the Stock Exchange

a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

ordinary share(s) of HK$0.10 each in the share capital of the Company

holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers

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"the 2007 Scheme"

"the 2017 Scheme"

a scheme conditionally approved by a written resolution of the Shareholders passed on 15 June 2007 and adopted by a resolution of the Board on 15 June 2007 and as amended by a resolution of the duly authorised committee of the Board on 18 June 2007 and further amended by a resolution of the Shareholders passed on 6 May 2011, under which an employee, a director, any shareholder of any member of the Group or any holder of any securities issued by any member of the Group and any adviser (professional or otherwise) or consultant to any area of business or business development of any member of the Group may be granted options to subscribe for Shares, Shares held in the name of or for the benefit of them, a conditional right to acquire Shares or a combination of the above under the discretion of the Board. The 2007 Scheme had expired on 5 July 2017.

a scheme approved by an ordinary resolution of the Shareholders on 19 May 2017, under which (a) any employee (whether full-time or part-time including any executive director but excluding any non-executive director) of the Company, any of its subsidiaries or any entity ("Invested Entity") in which the Group holds an equity interest ("Eligible Employee"); (b) any non-executive directors (including independent non-executive directors) of the Company, any of its subsidiaries or any Invested Entity; (c) any supplier of goods or services to any member of the Group or any Invested Entity; (d) any customer of any member of the Group or any Invested Entity; (e) any person or entity that provides design, research, development or other technological support to any member of the Group or any Invested Entity; (f) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity; (g) any advisor (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any Invested Entity; and (h) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group, or any company wholly-owned by one or more persons belonging to any of the above classes of participants may be granted the options to subscribe for Shares under the discretion of the Board

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