Almana Limited — Proxy Solicitation & Information Statement 2021

Jan 19, 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in IR Resources Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the 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 the 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 8186)

PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover shall have the meaning as those defined in this circular.

A notice convening the SGM to be held at Suites 2701–08, 27th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong at 4:00 p.m., on Thursday, 4 February 2021 is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the SGM is enclosed with this circular and published on the websites of GEM at www.hkgem.com and the Company at www.irresources.com.hk.

Whether or not you intend to attend the SGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the principal place of business of the Company in Hong Kong at Room 903, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Hong Kong and/or the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. Delivery of an instrument appointing a proxy shall not preclude you from attending and voting in person at the SGM and in such event, the instrument appointing a proxy shall be deemed revoked.

This circular will remain on the “Latest Company Announcements” page of the GEM website for seven days from the date of its publication.

19 January 2021

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– ii –

DEFINITIONS

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

• “Board”

the board of directors of the Company

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “CCASS Operational Procedures” the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to the operations and functions of CCASS from time to time

• “Change in Board Lot Size” the change in board lot size of the 20,000 Existing Shares for trading on the Stock Exchange to 5,000 Consolidated Shares

• “Company”

IR Resources Limited, a company incorporated in Bermuda with limited liability with its issued shares listed on GEM of the Stock Exchange

• “Consolidated Share(s)” the ordinary share(s) of HK$0.08 each in the share capital of the Company after the Share Consolidation becoming effective

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

• “Existing Share(s)”

• the ordinary share(s) of HK$0.01 each in the share capital of the Company prior to the Share Consolidation becoming effective

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM of the Stock Exchange

• “General Rules of CCASS”

• the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• “HKSCC”

• The Hong Kong Securities Clearing Company Limited

• “Latest Practicable Date”

14 January 2021, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular

– 1 –

DEFINITIONS

“SGM”

the special general meeting of the Company to be convened and held for its shareholders to consider, and if thought fit, approve the Share Consolidation

• “Share Consolidation”

the consolidation of every eight Existing Shares into one Consolidated Share

• “Shareholder(s)” holder(s) of the Existing Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 2 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and the Change in Board Lot size is as follows:

Event	Time and date
	2021
Latest date and time for lodging transfer documents in order to
qualify for attending and voting at the SGM. . . . . . . . . . . . . . . . . .	. . . . . . . . . . . 4:30 p.m. on
	Thursday, 28 January
Closure of register of members for determining the entitlement
to attend and vote at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 January to
	Thursday, 4 February
	(both days inclusive)
Latest date and time for lodging forms of proxy for
the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . 4:00 p.m. on
	Tuesday, 2 February
Date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . 4:00 p.m. on
	Thursday, 4 February
Announcement of poll results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 4 February

The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Consolidation as set out in the paragraph headed “Conditions of the Share Consolidation” of this circular:

Event	Time and date
	2021
Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 8 February
First day of free exchange of existing share certificates for new
share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . Monday, 8 February
Commencement of dealings in the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 8 February
Original counter for trading in the Existing Shares in board lots
of 20,000 Existing Shares (in the form of existing share
certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 8 February

– 3 –

EXPECTED TIMETABLE

Event	Time and date
	2021
Temporary counter for trading in the Consolidated Shares in
board lots of 2,500 Consolidated Shares (in the form of
existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 8 February
Original counter for trading in the Consolidated Shares in board
lots of 5,000 Consolidated Shares (in the form of new share
certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Wednesday, 24 February
Parallel trading in the Consolidated Shares (in form of new share
certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Wednesday, 24 February
Designated broker starts to stand in the market to provide
matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Wednesday, 24 February
Temporary counter for trading in the Consolidated Shares in
board lots of 2,500 Consolidated Shares (in the form of
existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
	Tuesday, 16 March
Parallel trading in Consolidated Shares (in form of new share
certificates and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
	Tuesday, 16 March
Designated broker ceases to stand in the market to provide
matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . 4:10 p.m. on
	Tuesday, 16 March
Latest date and time for free exchange of existing share
certificates for new share certificates for the Consolidated
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on
	Thursday, 18 March

All times and dates in this circular refer to Hong Kong local times and dates. The expected timetable set out above is indicative only and may be subject to change. Further announcement(s) will be made as and when appropriate.

– 4 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 8186)

Executive Director: HE Xuemei (Chairperson)

Non-executive Director: HE Lamei

Registered office: Victoria Place, 5th Floor 31 Victoria Street Hamilton HM10 Bermuda

Independent non-executive Directors: PANG King Sze, Rufina HONG Bingxian HUANG Zhe

Head office and principal place of business in Hong Kong: Room 903, Tower A New Mandarin Plaza 14 Science Museum Road Tsim Sha Tsui East Hong Kong

19 January 2021

To the Shareholders

Dear Madam or Sir,

PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to (i) the Share Consolidation and the Change in Board Lot Size; and (ii) the notice of the SGM.

– 5 –

LETTER FROM THE BOARD

THE SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation to consolidate every eight issued and unissued Existing Shares into one Consolidated Share.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following:

• (i) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Consolidation; and

• (ii) the Stock Exchange granting the approval for listing of, and permission to deal in, the Consolidated Shares.

The Share Consolidation is expected to become effective one clear business day after the date of the SGM.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$200,000,000 divided into 20,000,000,000 shares of HK$0.01 each, of which 124,682,651 Existing Shares have been allotted and issued, and are fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and on the basis that the Company will not allot, issue or repurchase any Existing Shares prior to completion of the Share Consolidation, the authorised share capital of the Company will be HK$200,000,000 divided into 2,500,000,000 Consolidated Shares of HK$0.08 each, of which 15,585,331 Consolidated Shares will be in issue.

Other than the relevant expenses incurred, implementation of the Share Consolidation will have no material effect on the consolidated total asset value of the Company, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interests of the Shareholders as a whole, save for any fractional Consolidated Shares (if any) to which the Shareholders would otherwise be entitled.

Status of the Consolidated Shares

The Consolidated Shares shall rank pari passu in all respects with each other, and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

Listing Application

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares. Subject to the granting of the listing of, and the permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted

– 6 –

LETTER FROM THE BOARD

as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

None of the Existing Shares is listed or dealt in on any other stock exchange other than the Stock Exchange and the Consolidated Shares will not be listed or dealt in on any stock exchange other than the Stock Exchange.

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Shareholders who are concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers and may wish to consider the possibility of buying or selling the Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

Odd lots trading arrangement

To facilitate the trading of odd lots of the Consolidated Shares, the Company has appointed Business Securities Limited as its designated broker to provide matching services, on a best effort basis regarding the sale and purchase of odd lots of consolidated Shares from 9:00 a.m. on Wednesday, 24 February to 4:10 p.m. on Tuesday, 16 March 2021 (both days inclusive). Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares should contact Mr. Li Kim Ho of Business Securities Limited at 20/F., No. 83 Queen’s Road East, Wan Chai, Hong Kong (telephone number: 2866 8888) during the office hours of such period.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

– 7 –

LETTER FROM THE BOARD

Exchange of share certificates

The new share certificates of the consolidated Shares will be issued in purple colour which is different from that of the existing Share certificates in light green colour. Shareholders may, on or after 8 February 2021 until 18 March 2021 (both days inclusive), submit share certificates for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to exchange, at the expense of the Company, for new share certificates of the Consolidated Shares (on the basis of eight Existing Shares for one Consolidated Share). Thereafter, share certificates of Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may be specified by the Stock Exchange from time to time) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher.

After 4:10 p.m. on 16 March 2021, share certificates for the Existing Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for the Consolidated Shares at any time but will not be accepted for trading, settlement and registration.

As at the Latest Practicable Date, the Company has no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Existing Shares.

THE CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are currently traded on the Stock Exchange in the board lot size of 20,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 20,000 Existing Shares to 5,000 Consolidated Shares conditional upon the Share Consolidation becoming effective. The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

Based on the closing price of HK$0.1 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date, (i) the market value per board lot of 20,000 Existing Shares is HK$2,000; and (ii) the theoretical market value per board lot of 5,000 Consolidated Shares would be HK$4,000.

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

The Existing Shares have predominantly been trading at below HK$0.1 during the past 12 months. Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01, the issuer may be required to proceed with a consolidation of its securities. According to the “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited, (i) market price of the securities of an issuer at a level less than HK$0.1 will be considered as trading at extremities; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000. As mentioned above, the closing price of the Existing Shares as at the Latest Practicable Date was HK$0.1 and the Existing Shares were trading at board lot value of HK$2,000. After the Share Consolidation and the Change in Board Lot Size have become effective, the theoretical market value of each new board lot will be HK$4,000.

– 8 –

LETTER FROM THE BOARD

The Share Consolidation and the Change in Board Lot Size will reduce the number of new board lots and increase the value of each new board lot. Transaction fees are typically charged either per board lot or by trading amount. For transaction fees charged per board lot, transaction costs of dealings in fewer board lots are lower than those for more board lots. For transaction fees charged by trading amount, particularly for those that are subject to a minimum charge, increasing the value of each board lot will save costs for investors. The Share Consolidation is expected to bring about a corresponding upward adjustment in the trading price of the Consolidated Shares and, together with the Change in Board Lot Size, will reduce the overall transaction costs of dealings in each board lot of the Consolidated Shares as a proportion of the market value of each board lot, which will improve the liquidity of the Consolidated Shares.

In addition, the low trading price of the Existing Shares may give potential investors the impression that the market value of the Company is low, resulting in investment in the Existing Shares becoming less attractive. With a higher trading price of the Consolidated Shares, the corporate image of the Company will be enhanced, thereby attracting more investors trading in the Consolidated Shares.

Given the above reasons, the Company considers that the Share Consolidation and the Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole despite the potential costs and negative impact arising from the creation of odd lots to Shareholders.

As stated in its announcement dated 28 April 2020 and circular dated 19 June 2020, the Company has been actively looking for fund raising opportunities in order to strengthen its financial position and to meet payment obligations as they fall due. For such purpose, the Company may conduct fund raising exercises or other corporate actions in the next twelve months. However, as at the Latest Practicable Date, the Company has no specific plans and has not reached any decision in respect of whether any fund raising exercise or other corporate action will or will not be undertaken, and if so, the manner in which it will be undertaken. Any such fund raising exercise or corporate action will be carried out by the Company in compliance with the GEM Listing Rules.

The Company does not have plans for any corporate actions (such as consolidation, sub-division or change in board lot size) which may have an effect of undermining or negating the intended purposes of the Share Consolidation and the Change in Board Lot Size in the next twelve months.

SGM

The SGM will be held at Suites 2701–08, 27th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Thursday, 4 February 2021 for the Shareholders to consider and, if thought fit, pass the ordinary resolution for approving the Share Consolidation. The resolution approving the Share Consolidation will be conducted by way of poll at the SGM and an announcement on the results of the SGM will be made by the Company after the SGM.

– 9 –

LETTER FROM THE BOARD

To the best knowledge, information and belief of the Directors, no Shareholder has a material interest in the Share Consolidation and is required to abstain from voting on the resolution for approving the Share Consolidation at the SGM.

The notice of the SGM is set out on pages SGM-1 to SGM-2 of this circular.

For determining the entitlement of the Shareholders to attend and vote at the SGM, the register of members of the Company will be closed from Friday, 29 January 2021 to Thursday, 4 February 2021 (both dates inclusive) during which period no transfer of the Shares will be registered. In order to be qualified for the entitlement to attend and vote at the SGM, all properly completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd., at Room 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 28 January 2021.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the principal place of business of the Company at Room 903, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Hong Kong and/or the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd., at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. Delivery of an instrument appointing a proxy shall not preclude you from attending and voting in person at the SGM and in such event, the instrument appointing a proxy shall be deemed revoked.

RECOMMENDATION

The Directors consider that the proposed resolution in relation to the Share Consolidation to be put forward at the SGM is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Share Consolidation.

– 10 –

LETTER FROM THE BOARD

GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of the Board IR Resources Limited He Xuemei Chairperson

– 11 –

NOTICE OF SGM

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(Incorporated in Bermuda with limited liability)

(Stock Code: 8186)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“SGM”) of IR Resources Limited (the “Company”) will be held at Suites 2701–08, 27th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Thursday, 4 February 2021, for the purpose of considering and, if thought fit, passing the following ordinary resolution (with or without modification):

Capitalised terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 19 January 2021 to the Shareholders unless otherwise specified.

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out below (the “Share Consolidation”):

With effect from the second business day immediately following the date on which this resolution is passed or the above condition is fulfilled (whichever is later):

• (i) every eight (8) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share of par value of HK$0.08 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company; and

• (ii) all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit for the Company; and

– SGM-1 –

NOTICE OF SGM

• (iii) the board of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.”

For and on behalf of the Board IR Resources Limited He Xuemei Chairperson

Hong Kong, 19 January 2021

Registered office: Head office and principal place of Victoria Place, 5th Floor business in Hong Kong: 31 Victoria Street Room 903, Tower A Hamilton HM10 New Mandarin Plaza Bermuda 14 Science Museum Road Tsim Sha Tsui East Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the SGM is entitled to appoint one proxy or, if he/she/it is a holder of more than one Share, more proxies to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.

• (2) Where there are joint holders of any Share, any one of such joint holders may vote at the SGM, either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

• (3) 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 of attorney or authority, must be lodged with the principal place of business of the Company at Room 903, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Hong Kong and/or the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for holding the SGM.

• (4) Completion and return of the form of proxy will not preclude a member of the Company from attending the SGM and voting in person at the SGM or any adjournment thereof if he/she/it so desires. If a member of the Company attends the SGM after having deposited the form of proxy, his/her/its form of proxy will be deemed revoked.

• (5) For determining the entitlement of the Shareholders to attend and vote at the SGM, the register of members of the Company will be closed from Friday, 29 January 2021 to Thursday, 4 February 2021 (both dates inclusive) during which period no transfer of the Shares will be registered. In order to qualify for entitlement to attend and vote at the SGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd., Room 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 28 January 2021.

– SGM-2 –