Activation Group Holdings Limited — AGM Information 2021

Apr 28, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Activation Group 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, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 8th Floor, No. 399A Liu Zhou Road, Xu Hui District, Shanghai, China on Thursday, 3 June 2021 at 10:00 a.m. is set out on pages 17 to 21 of this circular. The form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.activation-gp.com).

Whether or not you are able to attend the AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return them to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the AGM (i.e. not later than 10:00 a.m. on Tuesday, 1 June 2021). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM if they so wish.

References to dates and time in this circular are to Hong Kong dates and time.

29 April 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1.	Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Repurchase Mandate and
	the Issuance Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-appointment of the Auditor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . .	7
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix	I — Explanatory Statement on the Repurchase Mandate. . . . . . . . . .	8
Appendix	II — Details of the Directors proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “Activation Events”

• a business unit of the Group responsible for organising, promoting and running experiential marketing events;

• “AGM”

• the annual general meeting of the Company to be held at 8th Floor, No. 399A Liu Zhou Road, Xu Hui District, Shanghai, China on Thursday, 3 June 2021 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular, and any adjournment thereof;

• “Articles of Association” the articles of association of the Company, as amended from time to time;

• “Board”

the board of Directors;

• “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;

• “Company”

• Activation Group Holdings Limited 艾德韋宣集團控股有 限公司 , an exempted company incorporated in the Cayman Islands with limited liability on 27 February 2019, the issued Shares of which are listed on the Main Board of the Stock Exchange;

• “controlling shareholder(s)” has the meaning prescribed to it under the Listing Rules;

• “Director(s)” the director(s) of the Company;

• “Group” the Company and its subsidiaries;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Issuance Mandate”

as defined in paragraph 2(b) of the Letter from the Board;

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DEFINITIONS

• “Latest Practicable Date” 20 April 2021, 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;

• “Repurchase Mandate” as defined in paragraph 2(a) of the Letter from the Board; “Retiring Directors” Ms. Low Wei Mun, Ms. Cheung Siu Wan and Mr. Yu Longjun;

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time;

• “Share(s)” ordinary shares in the share capital of the Company with a par value of HK$0.001;

• “Shareholder(s)” holder(s) of Shares;

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “substantial shareholder(s)” has the meaning prescribed to it under the Listing Rules; “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission, as amended from time to time;

• “%” per cent

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

Executive Directors: Mr. Lau Kam Yiu (Joint-chairman & Chief Executive Officer) Mr. Ng Bo Sing

(Joint-chairman & Chief Operating Officer) Mr. Chan Wai Bun Ms. Low Wei Mun

Independent Non-executive Directors: Ms. Cheung Siu Wan Mr. Yu Longjun Dr. Cheung Wah Keung

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: 11/F, Gold Union Commercial Building No. 70-72 Connaught Road West Hong Kong

29 April 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE REPURCHASE MANDATE AND THE ISSUANCE MANDATE

Pursuant to the resolutions passed by the Shareholders at the annual general meeting of the Company dated 2 June 2020, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Such mandates, to the extent not used by the date of the AGM, will lapse at the conclusion of the AGM.

In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve the granting of new general mandates to the Directors:

• (a) to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing of such resolution (i.e. a total of 75,472,200 Shares on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM) (the “ Repurchase Mandate ”);

• (b) to allot, issue or deal with new Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of such resolution (i.e. a total of 150,944,400 Shares on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM) (the “ Issuance Mandate ”); and

• (c) to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

Each of the Repurchase Mandate and the Issuance Mandate will stay 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 proposed ordinary resolutions contained in items 4 and 5 of the notice of the AGM as set out on pages 17 to 21 of this circular. With reference to the Repurchase Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the 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 the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. RE-ELECTION OF DIRECTORS

The Board currently consists of seven Directors, namely, Mr. Lau Kam Yiu, Mr. Ng Bo Sing, Mr. Chan Wai Bun, Ms. Low Wei Mun, Ms. Cheung Siu Wan, Mr. Yu Longjun and Dr. Cheung Wah Keung.

In accordance with Article 105(A) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or multiple of three, then the number nearest to but not less than onethird, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Ms. Low Wei Mun, Ms. Cheung Siu Wan and Mr. Yu Longjun will retire by rotation at the AGM and, being eligible, offer themselves for re-election.

The nomination committee of the Company (the “ Nomination Committee ”) has recommended to the Board for the re-election of Directors including two independent non-executive directors, Ms. Cheung Siu Wan and Mr. Yu Longjun, in accordance with the following selection criteria:

1. character and integrity;

2. qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Company’s business and corporate strategy;

3. willingness to devote sufficient time to discharge duties as members of the Board and its relevant committees and undertake significant commitments;

4. the number of existing directorships and other commitments that may demand their attention;

5. requirement for the Board to have independent non-executive Directors in accordance with the Listing Rules and whether such director would be considered independent with reference to the independence guidelines set out in the Listing Rules;

6. board diversity policy of the Company and any measurable objectives adopted by the Board for achieving diversity on the Board; and

7. their perspectives provided to the management and operation of the Group as well as other contributions to the Group during the tenure of their directorship.

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LETTER FROM THE BOARD

The Nomination Committee has assessed the independence of each of the independent non-executive Directors including Ms. Cheung Siu Wan and Mr. Yu Longjun based on reviewing their annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules and considered that both of them remain independent. The Nomination Committee has considered the extensive experience of both Ms. Cheung Siu Wan and Mr. Yu Longjun in accounting and their other experience and factors as set out in Appendix II to this circular.

The Nomination Committee is satisfied that at all times during the period of directorship with the Company, each of the Retiring Directors have properly discharged their duties and responsibilities as Directors and have made positive contributions to the development of the Company through constructive and informed comments and participation in the business and other affairs relating to the Group. The Retiring Directors have provided valuable contributions and insights to the Board and they have the required character, integrity and experience to continuously and effectively fulfil their respective role as executive Director or independent nonexecutive Director. The Board is of the view that their re-election as Directors would be in the best interests of the Company and the Shareholders as a whole.

In view of the above, with the recommendation of the Nomination Committee, the Board has proposed that the Retiring Directors stand for re-election as Directors at the AGM.

Further information about the Board’s composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meeting of the Directors (including the Retiring Directors) are disclosed in the corporate governance report of the annual report of the Company for the year ended 31 December 2020.

4. RE-APPOINTMENT OF THE AUDITORS

The mandate of the current auditors of the Company, Ernst & Young, will expire at the conclusion of the AGM. At the AGM, an ordinary resolution will be put forward for approval of the re-appointment of the auditors.

The re-appointment of the auditors of the Company has been reviewed by the audit committee of the Company which made recommendation to the Board that the reappointment be submitted and proposed for Shareholders’ approval at the AGM.

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LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 17 to 21 of this circular. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. RECOMMENDATION

The Directors consider that the re-election of the Retiring Directors, the granting of the Repurchase Mandate, and the granting and extension of the Issuance Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By order of the Board Activation Group Holdings Limited LAU Kam Yiu NG Bo Sing

Joint-chairmen

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 754,722,000 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, i.e. being 754,722,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate stays in force, a total of 75,472,200 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

3. FUNDING OF REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with the Company’s memorandum of association, the Articles of Association, the Companies Law and/or any other applicable laws of the Cayman Islands, as the case may be.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The Company is empowered by the Articles of Association to repurchase Shares. The laws of the Cayman Islands provide that share repurchase may be made (to the extent of the par value of such shares) out of profits or the proceeds of a fresh issue of shares made for such purpose or, out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the share repurchase is authorised by the Articles of Association. Any premium payable on share repurchase may be made out of profits, the Company’s share premium account or out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the share repurchase is authorised by the Articles of Association.

4. IMPACT OF REPURCHASE

Taking into account the current working capital position of the Company, the Directors consider that there might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

5. MARKET PRICES OF SHARES

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

	Highest prices	Lowest prices
	HK$	HK$
2020
May	0.89	0.79
June	1.12	0.83
July	1.12	0.84
August	0.96	0.84
September	0.90	0.69
October	0.82	0.72
November	0.81	0.74
December	0.79	0.76
2021
January	0.89	0.74
February	0.95	0.84
March	0.86	0.76
April (up to the Latest Practicable Date)	0.84	0.78

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors or any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of 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) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the regulations set out in the Company’s memorandum of association and the Articles of Association.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

To the best knowledge of the Directors, as at the Latest Practicable Date, Activation Investment Limited and Aurora Activation Holdings Limited, being the substantial shareholders of the Company (as defined in the Listing Rules), were interested in 117,669,156 Shares and 154,413,522 Shares, respectively, representing approximately 15.59% and 20.46% of the total issued share capital of the Company respectively. In the event that the Directors exercise the proposed Repurchase Mandate in full, the shareholding of Activation Investment Limited and Aurora Activation Holdings Limited would be increased to approximately 17.32% and 22.73% of the issued share capital of the Company, respectively, based upon their shareholdings as at the Latest Practicable Date.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage of 25% as required under the Listing Rules.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

8. SHARE REPURCHASE MADE BY THE COMPANY

During the preceding six months up to and including the Latest Practicable Date, the Company has made the following repurchase of Shares on the Stock Exchange:

Number

Number
Trading Month of Shares Repurchased Highest Price Paid Lowest Price Paid HK$ HK$ October 2020 1,828,000 0.82 0.77 November 2020 816,000 0.81 0.74 December 2020 1,552,000 0.79 0.76 January 2021 5,802,000 0.89 0.76 February 2021 312,000 0.88 0.86 March 2021 72,000 0.82 0.80 Total 10,382,000	Total Paid HK$ 1,448,220 637,060 1,206,200 4,861,500 273,760 58,280
	8,485,020

Save as disclosed above, no other repurchase of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the preceding six months up to and including the Latest Practicable Date.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

The following set out the details of the Directors who retire and, being eligible, will offer themselves for re-election at the AGM pursuant to the Article 105(A) of the Articles of Association.

EXECUTIVE DIRECTOR

Ms. Low Wei Mun （劉慧文）, aged 56, is the executive Director since September 2019 and is the general manager of Activation Events who is responsible for the overall operation of experiential marketing business of the Group. She has more than 18 years of experience in the marketing industry. She joined the Group in 2014 as the general manager of Activation Events. Ms. Low accumulated experiences in marketing through working in marketing companies in Hong Kong and Beijing from 1999 to 2009. She also gained experiences in client management in a media and a retail company from 1993 to 1999.

Save as disclosed, Ms. Low does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Ms. Low is interested in 42,929,466 Shares through Activation One Limited. Save as disclosed herein, Ms. Low does not have any interest in the Shares within the meaning of Part XV of the SFO.

Ms. Low has entered into a service contract with the Company to act as an executive Director for an initial term of three years with effect from 19 December 2019 and renewed and extended thereafter for successive terms of one year until terminated by not less than three months’ notice in writing served by either party on the other at any time.

There is no other information relating to Ms. Low which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and no other matter in relation to her proposed re-election that needs to be brought to the attention of the Shareholders.

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DETAILS OF THE DIRECTORS PROPOSED

APPENDIX II

TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Cheung Siu Wan （張少雲）, aged 53, is an independent non-executive Director since December 2019. Ms. Cheung obtained a bachelor’s degree of arts in business studies from the City Polytechnic of Hong Kong (currently known as the City University of Hong Kong) in 1988. She completed the postgraduate certificate in education course in the University of Hong Kong in 1995. She further obtained a master’s degree of science in accounting from The Hong Kong University of Science and Technology in 1996 and a master’s degree of arts in practical philosophy from Lingnan University in 2017. Ms. Cheung was admitted as a fellow of the Association of Chartered Certified Accountants in 2014 and a fellow of the Hong Kong Institute of Certified Public Accountants in 2006. She is currently a non-practising member of Hong Kong Institute of Certified Public Accountants.

Ms. Cheung has over 23 years of experience in taxation advisory. She was the independent director of Shanghai Aideweixuan Group Co., Ltd.（上海艾德韋宣股份有限公司） (“ Activation Group* ”) from 2017 to March 2019. Ms. Cheung has been a member of Customer Liaison Group for small and medium enterprises of the Trade and Industry Department of the Government of HKSAR since 2017.

Ms. Cheung has entered into a service contract with the Company for a term of three years subject to retirement by rotation and re-election at annual general meeting of the Company. The contract may be terminated by either party for not less than one month’s notice in writing served on the other party.

As at the Latest Practicable Date, Ms. Cheung did not have any other interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, Ms. Cheung has not held any directorship in other listed company in the last three years prior to the Latest Practicable Date. She has not previously held and is not holding any other position with the Company and its subsidiaries, and does not have relationships with any Director, senior management or substantial shareholder of the Company for the purpose of the Listing Rules.

Save as disclosed above, there is no other information relating to Ms. Cheung that is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and that there are no matters concerning Ms. Cheung that need to be brought to the attention of the Shareholders.

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DETAILS OF THE DIRECTORS PROPOSED

APPENDIX II

TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Yu Longjun （余龍軍）, aged 34, is an independent non-executive Director since December 2019. Mr. Yu obtained a bachelor’s degree of applied chemistry from Fudan University in 2007. He further obtained master’s degree of business administration from Cheung Kong Graduate School of Business in 2015. He was admitted as a non-practising member of Shanghai Institute of Certified Public Accountants in 2011 and a Chartered Financial Analyst of CFA Institute in 2018.

Mr. Yu has more than seven years of experience in accounting and investment management. Mr. Yu has been an independent director of Sanbian Sci-Tech Co., Ltd*（三變科技股份 有限公司）, a company listed on Shenzhen Stock Exchange (Stock code: 002112), which principally engages in manufacturing of all immersed power and distribution transformer since 2018. He was also the independent director of Activation Group from 2017 to 2019.

Mr. Yu has entered into a service contract with the Company for a term of three years subject to retirement by rotation and re-election at annual general meeting of the Company. The contract may be terminated by either party for not less than one month’s notice in writing served on the other party.

As at the Latest Practicable Date, Mr. Yu did not have any other interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Yu has not held any directorship in other listed company in the last three years prior to the Latest Practicable Date. He has not previously held and is not holding any other position with the Company and its subsidiaries, and does not have relationships with any Director, senior management or substantial shareholder of the Company for the purpose of the Listing Rules.

Save as disclosed above, there is no other information relating to Mr. Yu that is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and that there are no matters concerning Mr. Yu that need to be brought to the attention of the Shareholders.

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DETAILS OF THE DIRECTORS PROPOSED

APPENDIX II

TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

DIRECTORS’ REMUNERATION

The total amount of the Directors’ remuneration for the year ended 31 December 2020, received by each of the Retiring Directors are set out in the financial statements of the Company’s 2020 annual report. The remuneration is determined by the Company with reference to duties and level of responsibilities of each Director, the remuneration policy of the Company and the prevailing market conditions.

• for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of Activation Group Holdings Limited (the “ Company ”) will be held at 8th Floor, No. 399A Liu Zhou Road, Xu Hui District, Shanghai, China on Thursday, 3 June 2021 at 10:00 a.m. to consider and, if thought fit, transact the following ordinary businesses:

1. to consider and receive the audited consolidated financial statements of the Company and the reports of the directors and of the auditors for the year ended 31 December 2020;

2. (a) to re-elect Ms. Low Wei Mun as an executive director of the Company;

3. (b) to re-elect Ms. Cheung Siu Wan as an independent non-executive director of the Company;

4. (c) to re-elect Mr. Yu Longjun as an independent non-executive director of the Company; and

5. (d) to authorise the board of directors of the Company to fix the directors’ remuneration;

6. to re-appoint Ernst & Young as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;

7. “ THAT :

8. (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally granted to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of 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 articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

  • (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.”;

• “ THAT :

• (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally granted to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

• (b) the mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

  • (i) a Rights Issue (as defined below); or

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the exercise of options under a share option scheme of the Company; or

• (iii) any scrip dividend scheme 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 in force from time to time; or,

• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares,

shall not exceed the aggregate of 20% of the total number of issued shares of the Company as at the date of passing of this resolution and (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of issued Shares purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of issued Shares on the date of the passing of this resolution), and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the approval in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes 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 articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

• (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;

“ Rights Issue ” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as

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NOTICE OF ANNUAL GENERAL MEETING

the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).”; and

1. “ THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the number of shares of the Company repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.”.

Yours faithfully,

By order of the Board Activation Group Holdings Limited LAU Kam Yiu NG Bo Sing Joint-chairmen

Hong Kong, 29 April 2021

As at the date of this notice, the Board comprises four executive Directors, namely, Mr. Lau Kam Yiu, Mr. Ng Bo Sing, Mr. Chan Wai Bun and Ms. Low Wei Mun and three independent non-executive Directors, namely, Ms. Cheung Siu Wan, Mr. Yu Longjun and Dr. Cheung Wah Keung.

Notes:

• (1) All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.activation-gp.com) in accordance with the Listing Rules.

• (2) Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment should specify the number and class of shares in respect of which each such proxy is so appointed.

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NOTICE OF ANNUAL GENERAL MEETING

• (3) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 10:00 a.m. on Tuesday, 1 June 2021). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• (4) For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the office of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, 28 May 2021.

• (5) In relation to the ordinary resolutions set out in items 4, 5 and 6 of this notice, the Directors wish to state that they have no immediate plan to repurchase any shares or issue any new shares of the Company.

• (6) References to dates and time in this notice are to Hong Kong dates and time.

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