Far East Consortium International : PROPOSALS FOR RE-ELECTION OF DIRECTORS, GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Far East Consortium International Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser(s) or transferee(s).

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.

FAR EAST CONSORTIUM INTERNATIONAL LIMITED

遠 東 發 展 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

Website: http://www.fecil.com.hk

(Stock Code: 35)

PROPOSALS FOR

RE-ELECTION OF DIRECTORS,

GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND ISSUE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Far East Consortium International Limited (the "Company") to be held at Dorsett Wanchai Hong Kong, 387-397 Queen's Road East, Wanchai, Hong Kong on Tuesday, 15 September 2020 at 10:30 a.m. (the "Meeting") is set out on pages 17 to 21 of this circular. Whether or not you are able to attend the Meeting, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Tricor Standard 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 for holding the Meeting (i.e. not later than 10:30 a.m. on Sunday, 13 September 2020 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the recent developments of COVID-19 pandemic, and taking into consideration of the guidelines issued by the Government of Hong Kong, the Company will implement the following preventive measures at the Meeting to protect attending shareholders from the risk of infection:

• compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue;
• every shareholder or proxy is required to wear surgical face mask throughout the Meeting;
• no refreshment will be served; and
• no souvenirs will be distributed.

Any person who does not comply with the precautionary measures may be denied entry into the Meeting venue.

The Company wishes to remind all shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting as an alternative to attending the Meeting in person.

* for identification purposes only

28 July 2020

		CONTENTS
			Page
Definitions	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix 1	- Information on the Retiring Directors Proposed for
		Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix 2	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix 3	-	AGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

DEFINITIONS

In this circular (other than in AGM Notice), unless the context otherwise requires, the

following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held
	at Dorsett Wanchai Hong Kong, 387-397 Queen's Road
	East, Wanchai, Hong Kong on Tuesday, 15 September
	2020 at 10:30 a.m.;
"AGM Notice"	the notice dated 28 July 2020 for convening the AGM
	as set out on pages 17 to 21 of this circular;
"Articles"	the articles of association of the Company as may be
	amended from time to time;
"Board"	the board of Directors;
"Chiu Family"	Tan Sri Dato' David CHIU and his family members
	including, amongst others, Mr. Dennis CHIU and
	Ms. Wing Kwan Winnie CHIU, each of them being a
	Director;
"Company"	Far East Consortium International Limited, a
	company incorporated in the Cayman Islands with
	limited liability, the Shares of which are listed on the
	Stock Exchange;
"Director(s)"	the director(s) of the Company for the time being;
"Dorsett"	Dorsett Hospitality International Limited (formerly
	known as Kosmopolito Hotels International Limited),
	a company incorporated in the Cayman Islands and a
	listed subsidiary of the Company until it was
	privatized (previous stock code: 2266) and became an
	indirect wholly-owned subsidiary of the Company in
	October 2015;
"Group"	the Company and its subsidiaries from time to time;
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong;
"Hong Kong" or "HKSAR"	the Hong Kong Special Administrative Region of the
	People's Republic of China;

- 1 -

	DEFINITIONS
"Latest Practicable Date"	17 July 2020, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"Re-election of Directors"	the re-election of Tan Sri Dato' David CHIU and Mr.
	Dennis CHIU as Executive Directors and Mr. Kwok
	Wai CHAN as an Independent Non-executive
	Director immediately following their retirements at
	the AGM;
"SFO"	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital
	of the Company or if there has been a subsequent
	subdivision, consolidation, reclassification or
	reconstruction of the share capital of the Company,
	shares forming part of the ordinary equity share
	capital of the Company;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	The Codes on Takeovers and Mergers and Share
	Buy-backs; and
"%"	per cent.

- 2 -

LETTER FROM THE BOARD

FAR EAST CONSORTIUM INTERNATIONAL LIMITED

遠 東 發 展 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

Website: http://www.fecil.com.hk

(Stock Code: 35)
Executive Directors:	Registered Office:
Tan Sri Dato' David CHIU	P.O. Box 1043, Whitehall House
(Chairman and Chief Executive Officer)	238 North Church Street
Mr. Cheong Thard HOONG	George Town
Mr. Dennis CHIU	Grand Cayman KY1-1102
Mr. Craig Grenfell WILLIAMS	Cayman Islands
Ms. Wing Kwan Winnie CHIU
	Principal Office:
Independent Non-executive Directors:	16th Floor
Mr. Kwok Wai CHAN	Far East Consortium Building
Mr. Kwong Siu LAM	121 Des Voeux Road Central
Mr. Lai Him Abraham SHEK	Hong Kong
	28 July 2020
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

RE-ELECTION OF DIRECTORS,

GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND ISSUE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is (1) to provide you with information regarding the resolutions to be proposed at the AGM relating to (among other things) (i) the Re-election of Directors; and (ii) the granting of general mandates to repurchase and issue Shares by the Company; and (2) to give you the AGM Notice.

• for identification purposes only

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

In accordance with clauses 106 and 107 of the Articles, Mr. Dennis CHIU (Executive Director of the Company) and Mr. Kwok Wai CHAN (Independent Non-executive Director of the Company) shall retire by rotation at the AGM. In accordance with the second part of clause 115(B) of the Articles, a Director appointed as an Executive Chairman or as Managing Director or Joint Managing Director shall not while holding such office be subject to retirement by rotation or taken into account in determining the rotation retirement of Directors. In order to uphold good corporate governance practices, Tan Sri Dato' David CHIU, the Chairman of the Company, voluntarily retires from his office and offers himself for re-election at the AGM notwithstanding that he is not required to do so by clause 115(B) of the Articles. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Pursuant to code provision A.4.3 of the Corporate Governance Code contained in Appendix 14 to the Listing Rules, where the board believes an independent non-executive director serving the listed issuer more than 9 years, who is subject to retirement, is still independent and should be re-elected, the papers to shareholders accompanying that resolution should include the reasons. Mr. Kwok Wai CHAN, one of the aforesaid retiring Directors, was first appointed to the Board in 2005 and therefore, has been serving as an Independent Non-executive Director of the Company for more than 9 years. During his years of appointment, Mr. Kwok Wai CHAN has demonstrated his ability to provide an independent, balanced and objective view to the Company's matters. Besides, Mr. Kwok Wai CHAN has met the independence guidelines set out in Rule 3.13 of the Listing Rules and has given annual confirmation of his independence to the Company.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all Independent Non-executive Directors. The Nomination Committee has recommended to the Board on the Re-election of Directors who are due to retire at the AGM.

Based on the foregoing, the Board considered that (i) the retiring Independent Non-executive Directors are independent in accordance with the independence guidelines set out in the Listing Rules; and (ii) all the retiring Directors (including Mr. Kwok Wai CHAN) would continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. On this basis, the Board has recommended the Shareholders to vote for the relevant ordinary resolutions on the Re-election of Directors (including the re-election of Mr. Kwok Wai CHAN as an independent non-executive Director) at the AGM.

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LETTER FROM THE BOARD

Accordingly, ordinary resolutions on the Re-election of Directors will be proposed at the AGM. 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 proposed to be re-elected or proposed new director 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 Tan Sri Dato' David CHIU, Mr. Dennis CHIU and Mr. Kwok Wai CHAN are set out in Appendix 1 to this circular.

3. GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 12 September 2019, an ordinary resolution was passed to grant a general mandate authorizing the Directors to exercise the power of the Company to repurchase Shares up to 10% of the total number of issued Shares as at that date. Pursuant to the Listing Rules, such mandate, to the extent not utilized, will expire at the conclusion of the AGM.

An ordinary resolution will therefore be proposed at the AGM to grant to the Directors a new general and unconditional mandate to exercise the power of the Company to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, up to 10% of the total number of issued Shares as at the date of passing of the relevant resolution (the "Repurchase Mandate").

Subject to the passing of ordinary resolution no. 9 granting the Repurchase Mandate and assuming that the existing number of issued Shares remains at 2,350,646,209 as at the date of the AGM, the Company will be allowed to repurchase a maximum of 235,064,620 Shares. The Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the ordinary resolution no. 9.

In accordance with the requirements of the Listing Rules, the Company is required to send to 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 ordinary resolution no. 9 to be proposed at the AGM in relation to the granting of the Repurchase Mandate. Such explanatory statement is set out in Appendix 2 to this circular.

4. GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 12 September 2019, an ordinary resolution was also passed to grant a general mandate authorizing the Directors to allot, issue and deal with Shares up to 20% of the total number of issued Shares as at that date. Pursuant to the Listing Rules, such mandate, to the extent not utilized, will expire at the conclusion of the AGM.

- 5 -

LETTER FROM THE BOARD

An ordinary resolution will therefore be proposed at the AGM to grant to the Directors a new general and unconditional mandate to allot, issue and deal with Shares up to 20% of the total number of issued Shares as at the date of passing of the relevant resolution (the "Issue Mandate").

Subject to the passing of ordinary resolution no. 8 granting the Issue Mandate and assuming that the existing number of issued Shares remains at 2,350,646,209 as at the date of the AGM, the Company will be allowed to issue a maximum of 470,129,241 Shares. The Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the ordinary resolution no. 8.

In addition, ordinary resolution no. 10 will be proposed at the AGM for extending the Issue Mandate by adding the total number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

5. AGM AND PROXY ARRANGEMENT

The AGM Notice is set out on pages 17 to 21 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the resolutions to be proposed at the AGM shall be voted by poll. An announcement on the results of the poll will be made by the Company after the conclusion of the AGM in accordance with Rule 13.39(5) of the Listing Rules.

A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, 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 notarially certified copy of such power or authority, to the Company's share registrar in Hong Kong, Tricor Standard 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 for holding the AGM (i.e. not later than 10:30 a.m. on Sunday, 13 September 2020 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment if you so wish.

6. RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for approval of the Re-election of Directors, the granting of the Repurchase Mandate and the granting/extension of the Issue Mandate are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the resolutions to be proposed at the AGM.

- 6 -

LETTER FROM THE BOARD

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully,

For and on behalf of the Board of

Far East Consortium International Limited

David CHIU

Chairman and Chief Executive Officer

- 7 -

APPENDIX 1 INFORMATION ON THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The information as required to be disclosed by the Listing Rules on the retiring Directors proposed to be re-elected at the AGM is set out as follows:

EXECUTIVE DIRECTORS

Tan Sri Dato' David CHIU, B.Sc. ("Tan Sri Dato' David CHIU")

Tan Sri Dato' David CHIU, aged 66, holds a double degree of Bachelor of Science in Business Administration and Economics at the University of Sophia, Japan. He is a prominent businessman with over 30 years' experience in the property development and extensive experience in the hotel development. In his business career, he established a number of highly successful business operation through organic growth and acquisitions, covering Mainland China, Hong Kong, Japan, Malaysia, Singapore and Australia. Since 1978, Tan Sri Dato' David CHIU had been the Managing Director of Far East Consortium Limited (the predecessor of the Company). He was appointed as Deputy Chairman and Chief Executive Officer of the Company on 8 December 1994 and 8 October 1997 respectively. On 8 September 2011, Tan Sri Dato' David CHIU has been appointed as the Chairman of the Company. He is also a director of various Subsidiaries. Currently, he is the chairman and a non-executive director of i-CABLE Communications Limited (stock code: 1097).

In regard to Tan Sri Dato' David CHIU's devotion to community services in China and Hong Kong, he was appointed as the member of the 12th and 13th Chinese People's Political Consultative Conferences, the vice chairman of All-China Federation of Industry and Commerce in 2017. Currently, he is a trustee member of The Better Hong Kong Foundation, an honorary chairman of Mid-Autumn Festival Celebration-People and Forces' Committee, a director and a member of Concerted Efforts Resource Centre, a patron of China-United States Exchange Foundation, an honorary chairman of Guangdong Chamber of Foreign Investors, an honorary chairman of the Association of Chinese Culture of Hong Kong, the 8th board member of Friends of Hong Kong Association, a member of Hong Kong General Chamber of Commerce, a member of the Constitutional Reform Synergy, a member of The Real Estate Developers Association of Hong Kong, a member of Pacific Basin Economic Council, a director of three Ju Ching Chu Schools in Hong Kong and the vice chairman of Guangdong-HongKong-Macao Greater Bay Area Radio and Television Union. In Malaysia, Tan Sri Dato' David CHIU was awarded an honorary award which carried the title "Dato" and a more senior honorary title of "Tan Sri" by His Majesty, King of Malaysia in 1997 and 2005 respectively. He was also awarded the WCEF Lifetime Achievement Awards by Asian Strategy & Leadership Institute in 2013. He is the father of Ms. Wing Kwan Winnie CHIU (Executive Director of the Company) and the brother of Mr. Dennis CHIU (Executive Director of the Company).

As far as the Directors are aware and save as disclosed above, as at the Latest Practicable Date, Tan Sri Dato' David CHIU has not held any directorships in other public listed companies in the last 3 years and he does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders (as defined in the Listing Rules).

- 8 -

APPENDIX 1 INFORMATION ON THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Tan Sri Dato' David CHIU has (1) a total interest in 1,150,270,570 Shares (representing approximately 48.93% of the issued Shares) which comprise: (i) a personal interest of 22,271,223 Shares; (ii) deemed interests of 1,127,414,025 Shares from his controlled corporations; and (iii) deemed interest of 585,322 Shares from Ms. Nancy CHIU NG (spouse of Tan Sri Dato' David CHIU), within the meaning of Part XV of the SFO. Besides, Tan Sri Dato' David CHIU has an interest in the 3.75% USD Medium Term Notes 2021 issued by the Company in the principal amount of USD12,000,000 of which USD10,000,000 was held by Tan Sri Dato' David CHIU and USD2,000,000 was held by his spouse, Ms. Nancy CHIU NG and he has an interest in the 7.375% USD Senior Guaranteed Perpetual Capital Notes issued by FEC Finance Limited, a wholly-owned subsidiary of the Company, in the principal amount of USD9,000,000 of which USD5,000,000 was held by Tan Sri Dato' David CHIU and USD4,000,000 was held by his spouse, Ms. Nancy CHIU NG.

Pursuant to the service agreement entered into between Tan Sri Dato' David CHIU and the Company, his term of office is 3 years. Tan Sri Dato' David CHIU was paid HK$25,000 as Director 's fee and HK$2,042,000 as salary and other allowances for the year ended 31 March 2020. The emoluments of Tan Sri Dato' David CHIU were recommended by the Remuneration Committee of the Company and approved by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

As far as the Directors are aware, there is no other information of Tan Sri Dato' David CHIU to be disclosed 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 Tan Sri Dato' David CHIU that need to be brought to the attention of the Shareholders.

Mr. Dennis CHIU, B.A. ("Mr. CHIU")

Mr. CHIU, aged 61, was appointed as an Executive Director of Far East Consortium Limited (the predecessor of the Company) in 1978. He has been actively involved in the business development in the Mainland China, Singapore and Malaysia. He is also a director of various Subsidiaries.

Mr. CHIU is elected as the chairman of Federation of Hong Kong Business Worldwide of 45 Hong Kong Business Associations in 34 countries and regions with over 13,000 individual associates; and the chairman of Hong Kong Singapore Business Association ("HSBA") in 2018. He was the president of HSBA from 2014 to 2018. In addition, he is a patron and Adviser of Ayer Rajah Single Member Constituency, West Coast Group Representation Constituency Singapore; and governor of Harrow International School Bangkok since 2004. He was also involved in other charitable organizations, including Yan Chai Hospital and Ju Ching Chu English College Limited, previously.

Mr. CHIU was a director of AGORA Hospitality Group Co., Ltd., a company listed on the Tokyo Stock Exchange, until March 2017. He is the brother of Tan Sri Dato' David CHIU (Executive Director, Chairman and Chief Executive Officer of the Company) and the uncle of Ms. Wing Kwan Winnie CHIU (Executive Director of the Company).

- 9 -

APPENDIX 1 INFORMATION ON THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As far as the Directors are aware and save as disclosed above, as at the Latest Practicable Date, Mr. CHIU has not held any directorships in other public listed companies in the last 3 years and he does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Mr. CHIU has a total interest in 5,758,400 Shares (representing approximately 0.24% of the issued Shares) which comprise: (i) a personal interest of 4,306 Shares; and (ii) deemed interests of 5,754,094 Shares from controlled corporations, within the meaning of Part XV of the SFO.

Pursuant to the letter of appointment issued by the Company to Mr. CHIU, his term of office is 3 years. He is also subject to retirement by rotation and re-election at the Company's annual general meeting in accordance with the Articles.

Mr. CHIU was paid HK$25,000 as Director 's fee and HK$2,673,000 as salary and other allowances for the year ended 31 March 2020. The emoluments of Mr. CHIU were recommended by the Remuneration Committee of the Company and approved by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

As far as the Directors are aware, there is no other information of Mr. CHIU to be disclosed 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. CHIU that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Kwok Wai CHAN ("Mr. CHAN")

Mr. CHAN, aged 61, was appointed as an Independent Non-executive Director of the Company in November 2005. He is a member of The Hong Kong Securities and Investment Institute and a member of CPA Australia. Mr. CHAN is a director of High Progress Consultants Limited and also an independent non-executive director of Chinese Estates Holdings Limited (stock code: 127), China Investments Holdings Limited (stock code: 132), Tern Properties Company Limited (stock code: 277) and National Electronics Holdings Limited (stock code: 213).

As far as the Directors are aware and save as disclosed above, as at the Latest Practicable Date, Mr. CHAN has not held any directorships in other public listed companies in the last 3 years and he does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders (as defined in the Listing Rules) nor does he have any interests in the Shares within the meaning of Part XV of the SFO.

Pursuant to the letter of appointment issued by the Company to Mr. CHAN, his term of office is 3 years. He is also subject to retirement by rotation and re-election at the Company's annual general meeting in accordance with the Articles.

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APPENDIX 1 INFORMATION ON THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. CHAN was paid HK$220,000 as Director 's fee for the year ended 31 March 2020. The emoluments of Mr. CHAN were determined by reference to his duties and responsibilities with the Company and the prevailing market conditions.

As far as the Directors are aware, there is no other information of Mr. CHAN to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rule; and there are no other matters concerning Mr. CHAN that need to be brought to the attention of the Shareholders.

- 11 -

APPENDIX 2	EXPLANATORY STATEMENT

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against ordinary resolution no. 9 to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully paid up shares on the Stock Exchange, subject to certain restrictions, the most important of which are summarized below:

1. Shareholders' Approval

The Listing Rules provide that all on-market repurchases of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases.

1. Source of Funds

Repurchases must be made out of funds which are legally available for the purpose and in accordance with the company's constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

1. Maximum Number of Securities to be Repurchased

The shares proposed to be repurchased must be fully-paid up. A maximum of 10% of the existing number of issued shares of the company as at the date of passing of the relevant resolution may be repurchased on the Stock Exchange.

2. ISSUED SHARES

As at the Latest Practicable Date, the existing number of issued Shares was 2,350,646,209.

Subject to the passing of ordinary resolution no. 9 granting the Repurchase Mandate and assuming that the existing number of issued Shares remains at 2,350,646,209 as at the date of the AGM, the Company will be allowed to repurchase a maximum of 235,064,620 Shares, being 10% of the total number of issued Shares as at the date of passing of the resolution.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value 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.

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APPENDIX 2	EXPLANATORY STATEMENT

4. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purposes in accordance with the Company's Memorandum and Articles of Association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the Company's annual report for the year ended 31 March 2020 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchased period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirement of the Company or gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which Shares have traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Shares
	Highest	Lowest
	HK$	HK$
2019
July	3.93	3.59
August	3.75	3.34
September	3.56	3.24
October	3.34	3.06
November	3.69	3.27
December	4.00	3.47
2020
January	3.85	3.33
February	3.55	3.26
March	3.48	2.43
April	2.83	2.48
May	2.81	2.25
June	2.61	2.24
July (up to the Latest Practicable Date)	2.60	2.20

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APPENDIX 2	EXPLANATORY STATEMENT

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and all applicable laws.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) presently intend to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

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

7. TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a repurchase of Shares a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, when a Shareholder, or a group of Shareholders acting in concert, could then obtain or consolidate control of the Company, he/they shall become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Chiu Family held 1,376,220,583 Shares, representing approximately 58.55% of the existing issued Shares. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the shareholding of the Chiu Family in the Company would increase to approximately 65.05% of the issued Shares. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase of shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the Company's issued shares would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of issued Shares in public hands.

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APPENDIX 2	EXPLANATORY STATEMENT

8. SHARES REPURCHASES MADE BY THE COMPANY

During the six months immediately preceding the Latest Practicable Date, the Company has repurchased its Shares on the Stock Exchange as follows:

		Number of	Highest	Lowest
		Shares	price paid	price paid
Date of repurchase	repurchased	per Share	per Share
19	February 2020	487,000	3.40	3.34
20	February 2020	334,000	3.44	3.38
21	February 2020	401,000	3.52	3.44
24	February 2020	541,000	3.50	3.43
25	February 2020	592,000	3.46	3.43
26	February 2020	500,000	3.47	3.41
27	February 2020	527,000	3.46	3.44
28	February 2020	942,000	3.43	3.38
2 March 2020	365,000	3.45	3.39
3 March 2020	520,000	3.46	3.42
4 March 2020	444,000	3.45	3.42
5 March 2020	690,000	3.46	3.43
6 March 2020	640,000	3.44	3.40
9 March 2020	1,576,000	3.39	3.05
10	March 2020	630,000	3.18	3.11
11 March 2020	509,000	3.19	3.16
12	March 2020	790,000	3.09	3.01
13	March 2020	1,083,000	3.00	2.78
16	March 2020	733,000	2.97	2.84
17	March 2020	1,349,000	2.89	2.74
18	March 2020	820,000	2.85	2.72
19	March 2020	2,112,000	2.77	2.55
20	March 2020	544,000	2.68	2.62
23	March 2020	847,000	2.59	2.43
24	March 2020	298,000	2.62	2.49
25	March 2020	188,000	2.70	2.62
26	March 2020	327,000	2.75	2.67
27	March 2020	207,000	2.93	2.80
1 April 2020	150,000	2.66	2.60
2 April 2020	506,000	2.58	2.52
3 April 2020	215,000	2.57	2.49
6 April 2020	121,000	2.62	2.58
7 April 2020	116,000	2.67	2.64
8 April 2020	48,000	2.68	2.65
9 April 2020	24,000	2.75	2.75
14 April 2020	115,000	2.78	2.77
15 April 2020	231,000	2.82	2.72
16 April 2020	172,000	2.75	2.69

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APPENDIX 2	EXPLANATORY STATEMENT
	Number of	Highest	Lowest
	Shares	price paid	price paid
Date of repurchase	repurchased	per Share	per Share
17 April 2020	135,000		2.78	2.74
20 April 2020	165,000		2.78	2.72
21 April 2020	463,000		2.70	2.64
22 April 2020	117,000		2.69	2.63
23 April 2020	561,000		2.70	2.62
24 April 2020	949,000		2.63	2.57
27 April 2020	272,000		2.61	2.55
28 April 2020	312,000		2.60	2.54
29 April 2020	40,000		2.69	2.66
4 May 2020	170,000		2.70	2.64
5 May 2020	101,000		2.72	2.71
6 May 2020	215,000		2.74	2.68
7 May 2020	111,000		2.75	2.70
8 May 2020	136,000		2.75	2.72
11 May 2020	134,000		2.75	2.71
12 May 2020	219,000		2.73	2.71
13 May 2020	640,000		2.72	2.67
14 May 2020	764,000		2.65	2.60
15 May 2020	343,000		2.70	2.64
18 May 2020	341,000		2.69	2.65
19 May 2020	715,000		2.73	2.65
20 May 2020	478,000		2.66	2.59
21 May 2020	505,000		2.65	2.60
22 May 2020	1,766,000		2.58	2.49
	30,346,000

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APPENDIX 3	AGM NOTICE

FAR EAST CONSORTIUM INTERNATIONAL LIMITED

遠 東 發 展 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

Website: http://www.fecil.com.hk

(Stock Code: 35)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of Far East Consortium International Limited (the "Company") will be held at Dorsett Wanchai Hong Kong, 387-397 Queen's Road East, Wanchai, Hong Kong on Tuesday, 15 September

2020 at 10.30 a.m. for the following purposes:

1. To receive and adopt the Company's audited financial statements and the reports of the Company's directors (the "Directors") and auditor for the year ended 31 March 2020.
2. To declare a final dividend of HK$0.15 per share for the year ended 31 March 2020 (the "Proposed Final Dividend").
3. To re-elect Tan Sri Dato' David CHIU as an Executive Director.
4. To re-elect Mr. Dennis CHIU as an Executive Director.
5. To re-elect Mr. Kwok Wai CHAN as an Independent Non-executive Director.
6. To authorize the board of Directors (the "Board") to fix the respective Directors' remuneration.
7. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the Board to fix their remuneration
8. To consider as special business and, if thought fit, pass with or without modification, the following resolution as an ordinary resolution:
   "THAT:
9. 1. subject to paragraph (iii) of this resolution, 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 additional shares of the Company (the "Shares") and to make or grant offers, agreements and

* for identification purposes only

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APPENDIX 3	AGM NOTICE

options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

1. the approval in paragraph (i) of this resolution shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
2. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than pursuant to:
3. 1. a Rights Issue (as hereinafter defined);
   2. an issue of Shares as scrip dividends or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company (the "Articles") from time to time; or
   3. an issue of Shares upon the exercise of any options granted under any option scheme or similar arrangement for the time being adopted for the granting or issue to employees and/or other eligible persons of the Company and/or any of its subsidiaries of any options to subscribe for, or rights to acquire Shares;

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

1. subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i),
2. 1. and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
3. for the purposes of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 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 or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholders") in general meeting.

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APPENDIX 3	AGM NOTICE

"Rights Issue" means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to the holders of Shares whose name appear, on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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 recognized regulatory body or any stock exchange in, any territory applicable to the Company)."

9. To consider as special business and, if thought fit, pass with or without modification, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and the regulations of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") be and is hereby generally and unconditionally approved;
2. the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution and the said approval shall be limited accordingly;
3. subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution, which had been granted to the Directors and which are still in effect be and are hereby revoked; and
4. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 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 or any applicable laws to be held; and
   3. 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."

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APPENDIX 3	AGM NOTICE

10. To consider as special business and, if thought fit, pass with or without modification, the following resolution as an ordinary resolution:

"THAT subject to the passing of the resolutions nos. 8 and 9 set out in the notice convening the Meeting (the "Notice"), the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with additional Shares pursuant to resolution no. 8 set out in the Notice be and is hereby extended by the addition to the total number of Shares repurchased by the Company under the authority granted pursuant to resolution no. 9 set out in the Notice, provided that such amount of Shares so repurchased shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution."

By order of the Board of

Far East Consortium International Limited

Wai Hung Boswell CHEUNG

Company Secretary

Hong Kong, 28 July 2020

Notes:

1. For determining the entitlement to attend and vote at the Meeting, the Register of Members of the Company will be closed from Thursday, 10 September 2020 to Tuesday, 15 September 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Meeting, unregistered holders of Shares should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 9 September 2020.
2. For determining the entitlement to the Proposed Final Dividend, the Register of Members of the Company will also be closed from Tuesday, 22 September 2020 to Thursday, 24 September 2020, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for entitlement to the Proposed Final Dividend, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, 21 September 2020.
3. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company but must be present in person to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.
4. In order to be valid, a form of 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 share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (i.e. not later than 10:30 a.m. on Sunday, 13 September 2020 (Hong Kong time)) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

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APPENDIX 3	AGM NOTICE

1. Where there are joint registered 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 was solely entitled thereto, but if more than one of such joint holders are present at the Meeting or any adjournment thereof, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the name stands first in the Register of Members of the Company in respect of such joint holding.
2. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the Notice will be voted by poll at the Meeting.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the recent developments of COVID-19 pandemic, and taking into consideration of the guidelines issued by the Government of Hong Kong, the Company will implement the following preventive measures at the Meeting to protect attending shareholders from the risk of infection:

• compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue;
• every shareholder or proxy is required to wear surgical face mask throughout the Meeting;
• no refreshment will be served; and
• no souvenirs will be distributed.

Any person who does not comply with the precautionary measures may be denied entry into the Meeting venue.

The Company wishes to remind all shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting as an alternative to attending the Meeting in person.

This Circular, in both English and Chinese versions, is available on the Company's website at www.fecil.com.hk.

Shareholders may at any time change their choice of language(s) (either English only or Chinese only or both languages) of the corporate communication(s) of the Company (the "Corporate Communication(s)").

Shareholders may send their request to change their choice of language(s) of Corporate Communication(s) by notice in writing to the Company's share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

Shareholders who have chosen to receive the Corporate Communication(s) in either English or Chinese version will receive both English and Chinese versions of this Circular since both languages are bound together into one booklet.

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