PDF《PROPOSALS FOR GENERAL MANDATES》

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other independent professional adviser.

If you have sold or transferred all your shares in Regent Manner International Holdings Limited, you should at once hand this circular 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 transferee. 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: 1997) PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, FINAL DIVIDEND, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of the Company to be held at The Focal Point, Level 10, World-Wide House,

19 Des Voeux Road Central, Central, Hong Kong on

11 May

2012 at 2:30 p.m. is set out on pages

15 to

18 of this circular. A form of proxy for annual general meeting is enclosed with this circular. Whether or not you intend to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company'

s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre,

28 Queen'

s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than

48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

30 March

2012 Page Definitions

1 Letter from the Board

3 Appendix I C Explanatory Statement of the Repurchase Mandate

7 Appendix II C Details of Directors

11 Notice of Annual General Meeting

15 CONTENTS C i C In this circular, unless the context otherwise requires, the following expressions have the following meanings: Annual General Meeting the annual general meeting of the Company to be held at The Focal Point, Level 10, World-Wide House,

19 Des Voeux Road Central, Central, Hong Kong on

11 May

2012 at 2:30 p.m., or, where the context so admits, any adjournment thereof Articles the articles of association of the Company Board the board of Directors Companies Law Companies Law, Cap.

22 (Law

3 of 1961, as consolidated and revised) of the Cayman Islands Company Regent Manner International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange Director(s) the director(s) of the Company 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 PRC Issue Mandate the general mandate proposed to be granted to the Directors to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing such resolution Latest Practicable Date