THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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 the 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 Steed Oriental (Holdings) Company Limited (the “Company”), you should at once hand this circular together with the accompanying form of proxy to the purchaser or the 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. Steed Oriental (Holdings) CompanyLimited 駿東（控 股）有限公司 (Incorporated in the Cayman Islands with members’ limited liability) (StockCode: 8277) PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF THE DIRECTORS AND RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of the Company to be held at Suites 2524-25, 25/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Friday, 4 September 2020 at 4:00 p.m. is set out on pages 17 to 22 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed (i.e. 4:00 p.m. on Wednesday, 2 September 2020) for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish. This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication and will be published on the Company’s website at www.steedoriental.com.hk. 6 August 2020 CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. – i – CONTENTS Page DEFINITIONS ........................................................... 1 LETTER FROM THE BOARD Introduction ......................................................... 4 Issue Mandate........................................................ 5 Repurchase Mandate................................................... 6 Re-election of the Directors ............................................. 7 Re-appointment of the Auditor ........................................... 8 Annual General Meeting................................................ 8 Closure of Register of Members .......................................... 8 Responsibility Statement ............................................... 9 Recommendation ..................................................... 9 General ............................................................. 9 APPENDIX I – EXPLANATORY STATEMENT .............................. 10 APPENDIX II – PARTICULARS OF DIRECTORS FOR RE-ELECTION .......... 15 NOTICE OF ANNUAL GENERAL MEETING.................................. 17 – ii – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “AGM” the annual general meeting of the Company to be convened and held at Suites 2524-25, 25/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Friday, 4 September 2020 at 4:00 p.m. or any adjournment thereof “Articles” the articles of association of the Company (as amended from time to time) “Audit Committee” the audit committee of the Company “Board” the board of Directors “Board Diversity Policy” the board diversity policy of the Company “close associate(s)” has the meaning ascribed thereto under the GEM Listing Rules “Company” Steed Oriental (Holdings) Company Limited（駿東（控股） 有限公司）, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM “controlling shareholder(s)” has the meaning ascribed thereto under the GEM Listing Rules “core connected person(s)” has the meaning ascribed thereto under the GEM Listing Rules “Director(s)” the director(s) of the Company “GEM” the GEM of the Stock Exchange – 1 – DEFINITIONS “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM, as amended, supplemented and/or otherwise modified from time to time “Group” the Company and its subsidiaries from time to time “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 and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with further new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate “Latest Practicable Date” 30 July 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular “Nomination Committee” the nomination committee of the Company “Nomination Policy” the nomination policy of the Company “PRC” The People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Remuneration Committee” the remuneration committee of the Company “Repurchase Mandate” the general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase the Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the passing of the relevant resolution granting such mandate “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) – 2 – DEFINITIONS “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the issued Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder(s)” has the meaning ascribed thereto under the GEM Listing Rules “Takeovers Code” the Hong Kong Code on Takeovers and Mergers and Share Buy-backs as amended, supplemented and/or otherwise modified from time to time “%” per cent. – 3 – LETTER FROM THE BOARD Steed Oriental (Holdings) CompanyLimited 駿東（控 股）有限公司 (Incorporated in the Cayman Islands with members’ limited liability) (StockCode: 8277) Executive Directors: Registered Office: Ms. Sun Xue Song (Chairman) Cricket Square, Mr. Xue Zhao Qiang Hutchins Drive, P.O. Box 2681, Non-executive Director: Grand Cayman KY1-1111, Mr. Ding Hongquan Cayman Islands Independent non-executive Directors: Head office and principal place of Mr. Wang Wei business in Hong Kong: Ms. Dong Ping Suites 2524-25, 25/F., Mr. Zhu Da Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong 6 August 2020 To the Shareholders Dear Sir or Madam, PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF THE DIRECTORS AND RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION At the annual general meeting of the Company held on 31 July 2019, resolutions were passed by the Shareholders giving general and unconditional mandates to the Directors to: (a) allot, issue and deal with additional Shares not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at 31 July 2019; – 4 – LETTER FROM THE BOARD (b) repurchase Shares not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue as at 31 July 2019; and (c) add to the general mandate to allot, issue and deal with additional Shares for the number of Shares repurchased by the Company pursuant to the repurchase mandate set out in paragraph (b) above. The above general mandates will expire at the conclusion of the AGM. Pursuant to Article 83 of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his/her appointment and be subject to re-election at such meeting. Pursuant to Article 84 of the Articles, at each annual general meeting one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years, and each retiring Director shall be eligible for re-election. Pursuant to Article 152(1) of the Articles, at each annual general meeting, an auditor to audit the accounts of the Company shall be appointed and such auditor shall hold office until the next annual general meeting. The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for, among other things, the renewal of the general mandates as referred to in paragraphs (a), (b) and (c) above as well as the re-election of the Directors, the re-appointment of the auditor of the Company and to give you the notice of AGM.