Proposed Grant of General Mandates to Buy Back and Issue Shares, Re-Election of Retiring Directors and Continuous Appointment of Independent Non-Executive Director Who Has Served More Than Nine Years and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect about this circular or as to the action to be taken you should consult a licensed securities dealer bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your shares in Oriental Enterprise Holdings Limited you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank licensed securities dealer 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.(Incorporated in Hong Kong with limited liability) (Stock Code: 18) PROPOSED GRANT OF GENERAL MANDATES TO BUY BACK AND ISSUE SHARES RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS AND NOTICE OF ANNUAL GENERAL MEETING A letter from the Board is set out on pages 3 to 6 of this circular. A notice convening the AGM to be held at 4th Floor Oriental Media Centre 23 Dai Cheong Street Tai Po Industrial Estate Hong Kong on Wednesday 21 August 2024 at 11:00 a.m. is set out in Appendix III to this circular.Whether or not you are able to attend such meeting you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company at its registered office at Oriental Media Centre 23 Dai Cheong Street Tai Po Industrial Estate Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof.Completion and return of the form of proxy shall not preclude you from attending and voting in person at such meeting or any adjourned meeting should you so desire. 12 July 2024CONTENTS Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board A. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 B. Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 C. Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 D. Re-election of Retiring Directors and Continuous Appointment of Independent Non-executive Director Serving More Than Nine Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 E. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 F. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 G. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 H. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Appendix I Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Appendix II Details of the Retiring Directors Proposed for Re-election and Continuous Appointment of Independent Non-executive Director Who Has Served More Than Nine Years . . . . . . . . . . . . . . . . 10 Appendix III Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 – i –DEFINITIONS In this circular unless the context otherwise requires the following expressions have the following meanings: “AGM” the annual general meeting of the Company to be held at 4th Floor Oriental Media Centre 23 Dai Cheong Street Tai Po Industrial Estate Hong Kong on Wednesday 21 August 2024 at 11:00 a.m. and any adjournment thereof “Articles” the articles of association of the Company “Board” the board of Directors “Buy-back Mandate” the mandate to buy back the Shares as described in the explanatory statement set out in Appendix I to this circular “close associate(s)” has the same meaning ascribed to it under the Listing Rules “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) “Company” Oriental Enterprise Holdings Limited a company incorporated in Hong Kong with limited liability the shares of which are listed on the Stock Exchange “core connected person(s)” has the same meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “General Mandates” the Buy-back Mandate and the Issue Mandate “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Issue Mandate” the mandate to allot issue and otherwise deal with the additional Shares as set out in Appendix III to this circular “Latest Practicable Date” 5 July 2024 being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein – 1 –DEFINITIONS “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Nomination Committee” the nomination committee of the Company “Notice of AGM” the notice convening the AGM as set out in Appendix III to this circular “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Code on Takeovers and Mergers as approved by the Securities and Futures Commission “HK$” Hong Kong dollars the lawful currency of Hong Kong “%” per cent – 2 –LETTER FROM THE BOARD (Incorporated in Hong Kong with limited liability) (Stock Code: 18) Executive Directors: Registered office: Mr. Ching-fat MA BBS Chairman Oriental Media Centre Mr. King-ho MA Vice Chairman 23 Dai Cheong Street Mr. Shun-chuen LAM Chief Executive Officer Tai Po Industrial Estate Hong Kong Non-executive Director: Mr. Dominic LAI Independent Non-executive Directors: Mr. Yau-nam CHAM Mr. Yat-fai LAM Ms. Ching-wah YIP 12 July 2024 To the Shareholders Dear Sir or Madam PROPOSED GRANT OF GENERAL MANDATES TO BUY BACK AND ISSUE SHARES RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS AND NOTICE OF ANNUAL GENERAL MEETING A. INTRODUCTION On 21 June 2024 the Board announced the audited consolidated results of the Group for the year ended 31 March 2024. The 2024 annual report of the Company was dispatched on the date of this circular. The AGM will be held at 4th Floor Oriental Media Centre 23 Dai Cheong Street Tai Po Industrial Estate Hong Kong on Wednesday 21 August 2024 at 11:00 a.m.. – 3 –LETTER FROM THE BOARD The ordinary business to be transacted at the AGM includes receiving and considering the audited financial statements the Directors’ reports and the independent auditor ’s report of the Company for the year ended 31 March 2024 declaring a final dividend and a special dividend re-electing the retiring Directors and continuous appointment of independent non-executive Director who has served more than nine years fixing the remuneration of the Directors re-appointing Mazars CPA Limited as the auditor of the Company and authorising the Board to fix its remuneration.Further at the conclusion of the AGM the general mandates to buy back and issue the Shares granted at the annual general meeting of the Company held on 16 August 2023 will expire. The Board intends to seek the approval of the Shareholders to grant the fresh General Mandates at the AGM. Pursuant to the Listing Rules and the Companies Ordinance the Company is required to send an explanatory statement and a memorandum to the Shareholders to provide them with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Buy-back Mandate and such explanatory statement is set out in Appendix I to this circular.Appendices II and III to this circular also give you details of the retiring Directors who have offered themselves for re-election and the Notice of AGM.B. BUY-BACK MANDATE Your attention is drawn to ordinary resolution numbered 6 set out in the Notice of AGM. Such resolution will be proposed at the AGM to give a general and unconditional mandate to the Directors to exercise the powers of the Company to buy back at any time during the Relevant Period (as defined in ordinary resolution numbered 6 set out in the Notice of AGM) Shares representing up to a maximum of 10% of the aggregate number of the issued Shares as at the date of passing such resolution.An explanatory statement as required under the Listing Rules and the Companies Ordinance to provide the requisite information regarding the Buy-back Mandate is set out in Appendix I to this circular.C. ISSUE MANDATE At the AGM an ordinary resolution (ordinary resolution numbered 7 set out in the Notice of AGM) will also be proposed that the Directors be given a general and unconditional mandate to allot issue and otherwise deal with during the Relevant Period (as defined in ordinary resolution numbered 7 set out in the Notice of AGM) the additional Shares representing up to 20% of the aggregate number of the issued Shares as at the date of passing such resolution. As at the Latest Practicable Date there were in issue an aggregate of 2397917898 Shares. Assuming that no Shares are issued or bought back by the Company prior to the date of the AGM such 20% will represent 479583579 Shares. In addition an ordinary resolution (ordinary resolution numbered 8 set out in the Notice of AGM) will be proposed to extend such general mandate to issue the Shares by adding to it the aggregate number of the Shares bought back by the Company under the Buy-back Mandate if granted.– 4 –LETTER FROM THE BOARD D. RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR SERVING MORE THAN NINE YEARS At the AGM Mr. King-ho MA Mr. Dominic LAI and Mr. Yau-nam CHAM will retire from office by rotation in accordance with Article 103 of the Articles. Ms. Ching-wah YIP shall hold office only until the AGM in accordance with Article 106 of the Articles. They are all eligible and offer themselves for re-election at the AGM.The re-election of the Directors has been reviewed by the Nomination Committee which made recommendation to the Board that the re-election be proposed for the Shareholders’ approval at the AGM. The recommendation was made in accordance with the nomination policy of the Company and took into account the diversity aspects (including but not limited to gender age cultural and educational background ethnicity professional experience skills knowledge and length of service) as set out under the board diversity policy of the Company. The Nomination Committee also took into account the extensive knowledge and professional experience of the retiring Directors the profiles of which are set out in Appendix II to this circular and their contributions to the Board.Mr. Yau-nam CHAM has been serving the Board for more than nine years and he has not involved in any executive management of the Group in the past years. Taking into consideration that Mr. Yau-nam CHAM is an expert in securities industry with ample experience the Group believes that he could bring different perspectives to the Board and also achieved a diversified composition of the Board.During the tenure of Ms. Ching-wah YIP as an independent non-executive Director with effect from 16 August 2023 she has not involved in any executive management of the Group. Taking into consideration that Ms. Ching-wah YIP can provide professional knowledge and advice for the business of the Group the Group believes that she could continue to bring professional perspectives and objective insights to the Board and also achieved a diversified composition of the Board.The Nomination Committee has also reviewed and assessed the annual written confirmations of independence of Mr. Yau-nam CHAM and Ms. Ching-wah YIP who have served as independent non-executive Directors based on the independence criteria as set out in Rule 3.13 of the Listing Rules and considered that they remain independent and free of any relationship with any substantial Shareholders fellow Directors and management of the Company which could materially interfere with the exercise of their independent judgment. They will continue to bring valuable experience knowledge and professionalism to the Board for its efficient and effective functioning and diversity.After taking into account the above factors the Board on the recommendation of the Nomination Committee is of the view that Mr. King-ho MA Mr. Dominic LAI Mr.Yau-nam CHAM and Ms. Ching-wah YIP should be re-elected at the AGM. In compliance with the Corporate Governance Code as set out in Appendix C1 of the Listing Rules a separate resolution setting out the continuous appointment of Mr. Yau-nam CHAM who has been serving the Board more than nine years is proposed at the AGM.– 5 –LETTER FROM THE BOARD E. ANNUAL GENERAL MEETING Set out in Appendix III to this circular is the Notice of AGM. A form of proxy is enclosed for use at the AGM. Whether or not you are able to attend the meeting in person you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company at its registered office at Oriental Media Centre 23 Dai Cheong Street Tai Po Industrial Estate Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at such meeting or any adjourned meeting should you so desire.In accordance with Rule 13.39(4) of the Listing Rules all votes of the Shareholders shall be taken by poll at the AGM except where the chairman of the AGM in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.An announcement will be made by the Company following the conclusion of the AGM to inform the Shareholders of the results of the AGM.F. RECOMMENDATION The Board believes that the proposals described in this circular in relation to the granting of the General Mandates and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly the Board recommends all the Shareholders to vote in favour of the resolutions to be proposed at the AGM.G. ADDITIONAL INFORMATION Your attention is drawn to the additional information contained in Appendices I to III to this circular.H. MISCELLANEOUS The English text of this circular shall prevail over the Chinese text in case of any inconsistency.Yours faithfully for and on behalf of the Board Ching-fat MA Chairman – 6 –APPENDIX I EXPLANATORY STATEMENT This Appendix serves as an explanatory statement as required by the Listing Rules to provide the Shareholders with all the relevant information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Buy-back Mandate and constitutes the memorandum required under Section 239 of the Companies Ordinance. 1. REASONS FOR BUY-BACKS The Directors believe that the Buy-back Mandate affords the Company the flexibility and ability in pursuing the best interests of the Company and the Shareholders.Such buy-backs may depending on market conditions and funding arrangements at the time lead to an enhancement of the net asset and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders. It will then be beneficial to those Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares bought back by the Company. 2. FUNDING OF BUY-BACKS Buy-backs would be funded entirely from the funds legally available for the purpose and in accordance with the Companies Ordinance and the Articles. The Companies Ordinance provides that the amount of capital repaid in connection with a share buy-back may only be paid from the distributable profits of a company and/or the proceeds of a new issue of shares made for the purpose of the buy-back.There might be 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 Company’s annual report for the year ended 31 March 2024 in the event that the Buy-back Mandate was to be exercised in full at any time during the proposed buy-backs period. However the Directors do not propose to exercise the Buy-back 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. 3. UNDERTAKING The Directors will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules the Companies Ordinance and the applicable laws of Hong Kong.None of the Directors nor to the best of their knowledge having made all reasonable enquiries their close associates have any present intention to sell any Shares to the Company under the Buy-back Mandate if such is approved by the Shareholders.No core connected persons of the Company have notified the Company that they have a present intention to sell the Shares to the Company or have undertaken not to do so in the event that the Buy-back Mandate is approved by the Shareholders.– 7 –APPENDIX I EXPLANATORY STATEMENT 4. SHARE CAPITAL On the basis of 2397917898 Shares in issue as at the Latest Practicable Date and assuming that (i) the resolution approving the Buy-back Mandate is passed at the AGM and (ii) no further Shares are issued or bought back between the Latest Practicable Date and the date of the AGM the Company would be allowed under the Buy-back Mandate to buy back a maximum of 239791789 Shares during the Relevant Period (as defined in ordinary resolution numbered 6 set out in the Notice of AGM). 5. TAKEOVERS CODE If on the exercise of the powers to buy back Shares pursuant to the Buy-back 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 Rule 32 of the Takeovers Code. Accordingly a Shareholder or group of the Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.As at the Latest Practicable Date for the purpose of Part XV of the SFO Mr.Ching-fat MA was deemed to have interests in a total of 1697721284 Shares representing approximately 70.80% of the issued Shares which were (i) indirectly held as to 1547851284 Shares by Conyers Trustee Services (BVI) Limited as trustee of Ocean Trust; and (ii) indirectly held as to 149870000 Shares by Perfect Deal Trading Limited. Mr.Ching-fat MA is the founder of Ocean Trust and holds the entire issued share capital of Perfect Deal Trading Limited. Apart from the aforesaid as at the Latest Practicable Date for the purpose of Part XV of the SFO Mr. King-ho MA was deemed to have interest in 95916000 Shares representing approximately 4% of the issued Shares which were indirectly held by Prosper Time Trading Limited a company wholly-owned by Mr.King-ho MA. Exercise in full of the Buy-back Mandate would result in an increase in (i) the interest of Mr. Ching-fat MA from approximately 70.80% to approximately 78.67%; (ii) the interest of Mr. King-ho MA from approximately 4.00% to approximately 4.44%; and (iii) the aggregate interests of Mr. Ching-fat MA and Mr. King-ho MA (who are presumed to be parties acting in concert under the Takeovers Code) from approximately 74.80% to approximately 83.11%. Such increases would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code and the Directors do not propose to exercise the Buy-back Mandate to such an extent as would result in the amount of Shares held by the public being reduced to less than 25%.– 8 –APPENDIX I EXPLANATORY STATEMENT 6. SHARE PRICES The highest and lowest traded prices at which the Shares have been traded on the Stock Exchange during the period of 12 calendar months preceding the Latest Practicable Date were as follows: Highest Lowest Traded Price Traded Price HK$ HK$ 2023 July 0.650 0.560 August 0.580 0.540 September 0.570 0.530 October 0.590 0.540 November 0.570 0.470 December 0.495 0.430 2024 January 0.450 0.380 February 0.425 0.375 March 0.390 0.345 April 0.350 0.320 May 0.390 0.335 June 0.440 0.345 July (up to the Latest Practicable date) 0.425 0.405 7. SHARE BUY-BACKS MADE BY THE COMPANY The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) within 6 months preceding the Latest Practicable Date.Neither this explanatory statement nor the proposed share buy-back has any unusual features.– 9 –APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS The following are the particulars of the retiring Directors (as required to be disclosed by the Listing Rules) that are subject to retirement by rotation and proposed for re-election in accordance with the Articles at the AGM: (a) Mr. King-ho MA Mr. MA aged 62 was appointed as an executive Director and the Vice Chairman of the Board on 28 September 2005. Mr. MA assists mainly the Chairman in discharge of his duties. Mr. MA is also a member of the Executive Committee and the chairman of the Investment Committee of the Board. Mr. MA joined the Group in 1986 and was appointed as an executive Director for the period from 20 February 1995 to 4 October 1999. He was appointed as the Vice Chairman of the Board for the period from 1 July 1996 to 4 October 1999. During the period from 31 August 2002 to 28 September 2005 Mr. MA was a Senior Vice President of the Company. Mr. MA was educated at Dominican College of California U.S.A. majoring in Business Administration. Save as disclosed above Mr. MA did not hold any directorship in any other listed public company in the past three years.As at the Latest Practicable Date Mr. MA is the sole shareholder of Prosper Time Trading Limited which in turn holds 95916000 Shares. Mr. MA is deemed to be interested in the same parcel of Shares held by Prosper Time Trading Limited under the SFO. Mr. MA is the younger brother of Mr. Ching-fat MA an executive Director and the Chairman of the Board and nephew of Mr. Shun-chuen LAM an executive Director and the chief executive officer of the Company. He is also a director of Ocean Greatness Limited Marsun Holdings Limited Magicway Investment Limited Ever Holdings Limited and Perfect Deal Trading Limited all of which have an interest in the Shares which is required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.Save as disclosed above Mr. MA does not have any relationship with other Directors senior management or substantial or controlling Shareholder(s) and did not have any other interest in the Shares within the meaning of Part XV of the SFO.There is a letter of appointment entered into by Mr. MA with the Company and his term of office is subject to retirement by rotation and re-election in accordance with the Articles. Mr. MA is entitled to an annual salary package (excluding any discretionary bonus which is not determined currently) of approximately HK$15000000 which is determined by reference to his duties and responsibilities with the Company the Company’s current standards for emoluments and the market conditions.– 10 –APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS (b) Mr. Dominic LAI Mr. LAI aged 77 has been appointed as an independent non-executive Director since August 1998 and is currently a non-executive Director and an authorised representative of the Company. Mr. LAI is also a member of the Audit Committee of the Board. Mr. LAI is a senior partner of a Hong Kong law firm Iu Lai & Li the legal advisers to the Group and its controlling shareholders. He is a practising solicitor in Hong Kong and has also been admitted as a solicitor in England Republic of Singapore and the States of New South Wales and Victoria Australia. Mr. LAI is a non-executive director of Chuang’s China Investments Limited. Besides Mr. LAI was also a non-executive director of NWS Holdings Limited until 1 January 2024. Both of the companies are public companies listed on the Stock Exchange. Save as disclosed above Mr. LAI did not hold any directorship in any other listed public company in the past three years and does not have any relationship with other Directors senior management or substantial or controlling Shareholder(s). As at the Latest Practicable Date Mr. LAI did not have any interest in the Shares within the meaning of Part XV of the SFO.There is a letter of appointment entered into by Mr. LAI with the Company and his term of office is subject to retirement by rotation and re-election in accordance with the Articles. Mr. LAI is entitled to an annual fee of HK$160000 which is determined by reference to his duties and responsibilities with the Company the Company’s current standards for emoluments and the market conditions.(c) Mr. Yau-nam CHAM Mr. CHAM aged 77 has been appointed as an independent non-executive Director since March 2006 and is currently a member of the Corporate Social Responsibility Committee of the Board. Mr. CHAM has over 20 years of experience in the securities industry. He obtained his Bachelor degree in Science from St. Mary’s University Bachelor degree in Engineering (Electrical) from Nova Scotia Technical College and Master degree in Business Administration from University of British Columbia in Canada. Mr. CHAM is a non-executive director and the chairman of the audit committee of Deswell Industries Inc. a public company listed on NASDAQ in U.S.A.. Save as disclosed above Mr. CHAM did not hold any directorship in any other listed public company in the past three years and does not have any relationship with other Directors senior management or substantial or controlling Shareholder(s). As at the Latest Practicable Date Mr. CHAM did not have any interest in the Shares within the meaning of Part XV of the SFO.– 11 –APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS There is a letter of appointment entered into by Mr. CHAM with the Company and his term of office is subject to retirement by rotation and re-election in accordance with the Articles. Mr. CHAM is entitled to an annual fee of HK$150000 which is determined by reference to his duties and responsibilities with the Company the Company’s current standards for emoluments and the market conditions.(d) Ms. Ching-wah YIP Ms. YIP aged 44 has been appointed as an independent non-executive Director since August 2023. She is currently a member of the Audit Committee Remuneration Committee Nomination Committee and Corporate Social Responsibility Committee of the Board. Ms. YIP has over 10 years experiences in corporate governance and internal control. She is currently a director of a company in providing corporate services and corporate management. Ms. YIP holds a Bachelor in Business (Finance) from National University of Ireland Dublin. Save as disclosed above Ms. YIP did not hold any directorship in any other listed public company in the past three years and does not have any relationship with other Directors senior management or substantial or controlling Shareholder(s). As at the Latest Practicable Date Ms. YIP did not have any interest in the Shares within the meaning of Part XV of the SFO.There is a letter of appointment entered into by Ms. YIP with the Company and her term of office is subject to retirement by rotation and re-election in accordance with the Articles. Ms. YIP is entitled to an annual fee of HK$180000 which is determined by reference to her duties and responsibilities with the Company the Company’s current standards for emoluments and the market conditions.The Board confirms that save as disclosed above there are no other matters which need to be brought to the attention of the Shareholders regarding the re-election of the above Directors or any other information that needs to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.– 12 –APPENDIX III NOTICE OF AGM (Incorporated in Hong Kong with limited liability) (Stock Code: 18) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Oriental Enterprise Holdings Limited (the “Company”) will be held at 4th Floor Oriental Media Centre 23 Dai Cheong Street Tai Po Industrial Estate Hong Kong on Wednesday 21 August 2024 at 11:00 a.m. for the following purposes: ORDINARY BUSINESS 1. To receive and consider the audited financial statements and the reports of the directors and independent auditor of the Company for the year ended 31 March 2024. 2. To declare a final dividend of HK3 cents per share of the Company (the “Share(s)”) as recommended by the board of directors of the Company (the “Board”). 3. To declare a special dividend of HK3 cents per Share as recommended by the Board. 4. (i) (a) To re-elect Mr. King-ho MA as an executive director of the Company (the “Director(s)”); (b) To re-elect Mr. Dominic LAI as a non-executive Director; (c) To re-elect Mr. Yau-nam CHAM (who has served more than nine years) as an independent non-executive Director; (d) To re-elect Ms. Ching-wah YIP as an independent non-executive Director; and (ii) To authorise the Board to fix the Directors’ remuneration. 5. To re-appoint Mazars CPA Limited as auditor of the Company and to authorise the Board to fix its remuneration.– 13 –APPENDIX III NOTICE OF AGM SPECIAL BUSINESS To consider and if thought fit pass with or without modifications each of the following resolutions as an ordinary resolution: ORDINARY RESOLUTIONS 6. “THAT:(a) subject to paragraph (b) of this resolution the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; (b) the aggregate number of Shares which the Company is authorised to buy back pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of the Shares in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and (c) for the purpose of this resolution: “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “CompaniesOrdinance”) to be held; or (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the “Shareholders”) in general meeting.” – 14 –APPENDIX III NOTICE OF AGM 7. “THAT:(a) subject to paragraph (c) of this resolution and pursuant to Section 141 of the Companies Ordinance the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot issue and deal with the additional Shares and to make or grant offers agreements and options (including warrants bonds debentures notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers agreements and options (including warrants bonds debentures notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period; (c) the aggregate number of Shares 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 (i) a Rights Issue (as hereinafter defined); (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants bonds debentures notes deeds or other securities which are convertible into Shares; (iii) the exercise of options or awards granted under any share scheme or any similar arrangement for the time being adopted for the grant or issue to eligible persons prescribed thereunder of Shares or rights to acquire Shares; or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company shall not exceed 20% of the aggregate number of the issued Shares as at the time of passing this resolution and the said approval shall be limited accordingly; and – 15 –APPENDIX III NOTICE OF AGM (d) for the purpose of this resolution: “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; or (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting; and “Rights Issue” means an offer of Shares or issue of options warrants or other convertible securities giving the right to subscribe for the Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company (and where appropriate to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares or where appropriate such other securities (subject in all cases to such exclusions 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 anystock exchange in any territory outside Hong Kong).” 8. “THAT subject to the passing of ordinary resolutions numbered 6 and 7 setout in the notice convening this meeting the general mandate granted to the Directors to exercise the powers of the Company pursuant to ordinary resolution numbered 7(a) set out in the notice convening this meeting be and is hereby extended by the addition thereto of a number representing the aggregate number of Shares bought back by the Company under the authority granted pursuant to ordinary resolution numbered 6 set out in the notice convening this meeting provided that such extended number shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing thisresolution.” By order of the board of Oriental Enterprise Holdings Limited Ka-bong WONG Company Secretary Hong Kong 12 July 2024 – 16 –APPENDIX III NOTICE OF AGM Notes: 1. A member of the Company entitled to attend and vote at the AGM may appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and attend and vote on his/her/its behalf at the AGM. A proxy needs not be a member of the Company. In addition a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same power on behalf of such member of the Company which he/she/they represent as such member of the Company could exercise. 2. In order to be valid the instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing or if the appointor is a corporation either under its seal or under the hand of an officer attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed unless the contrary appears that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts. 3. The register of members of the Company will be closed from Thursday 15 August 2024 to Wednesday 21 August 2024 both days inclusive during which period no transfer of Shares will be effected. In order to qualify for attending the AGM all transfers accompanied by the relevant Share certificates must be deposited at the Company’s share registrar Tricor Friendly Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration no later than 4:30 p.m. on Wednesday 14 August 2024. 4. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited at the Company’s registered office at Oriental Media Centre 23 Dai Cheong Street Tai Po Industrial Estate Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. 5. Delivery of an instrument appointing a proxy will not preclude a member of the Company from attending and voting in person at the AGM and in such event the instrument appointing a proxy shall be deemed to have been revoked. 6. Where there are joint holders of any Share any one of such joint holders may vote either in person or by proxy in respect of such share as if he/she/it were solely entitled thereto but if more than one of such joint holders be present at the AGM the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. 7. Subject to the Shareholders’ approval at the AGM the proposed final dividend and special dividend will be distributed to the Shareholders whose names appear on the register of members of the Company on Thursday 29 August 2024. The register of members of the Company will be closed on Thursday 29 August 2024. In order to qualify for payment of the proposed final dividend and special dividend all transfers accompanied by the relevant Share certificates must be deposited at the Company’s Share registrar Tricor Friendly Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration no later than 4:30 p.m. on Wednesday 28 August 2024. 8. An explanatory statement regarding the general mandate for the buy-back of the Shares sought in resolution numbered 6 is set out in Appendix I to the circular of the Company dated 12 July 2024 of which this notice forms part. 9. In relation to the resolution numbered 4 set out in the notice of AGM above Mr. King-ho MA Mr. Dominic LAI Mr. Yau-nam CHAM and Ms. Ching-wah YIP will retire at the AGM and all of them being eligible have offered themselves for re-election at the AGM. Brief biographical and other details of the above directors are set out in Appendix II to the circular of the Company dated 12 July 2024. 10. In the event that a typhoon signal no.8 (or above) or a black rainstorm warning is in effect at any time from 9:00 a.m. to 11:00 a.m. on the day of the AGM the AGM will be automatically postponed to Thursday 22 August 2024 at the same time and same venue. Shareholders may call the Company’s hotline at (852) 3600 0000 to enquire about the arrangement of the AGM.–17–