China 33 Media Group Limited — Proxy Solicitation & Information Statement 2020

May 14, 2020

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 stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China 33 Media Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the 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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8087)

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Best Western Plus Hotel Hong Kong (Jasmine Room 3/F), 308 Des Voeux Road West, Hong Kong at 10:30 a.m. on 8 June 2020 is set out on pages 12 to 14 of this circular.

Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time of the EGM (i.e. by 10:30 a.m. on 6 June 2020) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

All times and dates specified herein refer to Hong Kong local times and dates.

This circular will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and the Company’s website at www.china33media.com.

15 May 2020

CHARACTERISTICS OF THE GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED

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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– ii –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘Business Day’’

a day (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• ‘‘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 operations and functions of CCASS, as from time to time

• ‘‘Company’’

• China 33 Media Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange

• ‘‘Consolidated Share(s)’’

• ordinary share(s) of US$0.01 each in the share capital of Company after the Share Consolidation becoming effective

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’

• the extraordinary general meeting of the Company to be convened and held to consider, and if thought fit, to approve the Share Consolidation

• ‘‘GEM’’ the GEM of the Stock Exchange

• ‘‘GEM Listing Committee’’ the GEM listing sub-committee of the board of the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on the GEM

‘‘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

– 1 –

DEFINITIONS

‘‘Hong Kong’’	The Hong Kong Special Administrative Region of the
	People’s Republic of China
‘‘Latest Practicable Date’’	13 May 2020, being the latest practicable date prior to
	printing of this circular for ascertaining certain information
	herein
‘‘Share(s)’’	ordinary share(s) of US$0.001 each in the share capital of
	the Company before the Share Consolidation becoming
	effective
‘‘Shareholder(s)’’	the holder(s) of the Share(s) or the Consolidated Share(s),
	as the case may be
‘‘Share Consolidation’’	the proposed consolidation of every ten (10) issued and
	unissued Shares of US$0.001 each in the share capital of
	the Company into one (1) Consolidated Share of US$0.01
	each
‘‘Share Option Scheme’’	the share option scheme adopted by the Company on
	17 December 2010
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘US$’’	United States dollars, the lawful currency of the United
	States of America

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EXPECTED TIMETABLE

Set out below is the expected timetable in relation to the Share Consolidation and the associated trading arrangement:

2020

Latest date and time for lodging transfer documents in order to qualify for attending and voting at EGM . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 2 June

Closure of register of members for determining the entitlement to attend and vote at the EGM (both dates inclusive) . . . . . . . . . . . . . . . . . . . . .Wednesday, 3 June to Monday, 8 June Latest date and time for lodging the proxy form for the EGM . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Saturday, 6 June

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Monday, 8 June Publication of the announcement of

results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 8 June

The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Consolidation as set out in the section headed ‘‘Conditions of the Share Consolidation’’ of this circular.

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . Wednesday, 10 June First day of free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 10 June Dealings in Consolidated Shares commence . . . . . . . . . . . . 9:00 a.m. on Wednesday, 10 June Original counter for trading in Shares in board lots of 20,000 Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . 9:00 a.m. on Wednesday, 10 June Temporary counter for trading in Consolidated Shares in board lot of 2,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . 9:00 a.m. on Wednesday, 10 June

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EXPECTED TIMETABLE

2020

Original counter for trading
in Consolidated Shares
in new board lot of 20,000 Consolidated Shares
(in the form of new share certificates) re-opens .	. . . . . . . 9:00 a.m. on Wednesday, 24 June
Parallel trading in the Shares and
Consolidated Shares (in the form of
existing share certificates and
new share certificates) commences . . . . . . . . .	. . . . . . . 9:00 a.m. on Wednesday, 24 June
Designated broker starts to stand
in the market to provide matching
services for odd lots of Consolidated Shares . . .	. . . . . . . 9:00 a.m. on Wednesday, 24 June
Temporary counter for trading
in Consolidated Shares
in board lot of 2,000 Consolidated Shares
(in the form of existing share certificates) closes	. . . . . . . . 4:10 p.m. on Thursday, 16 July
Parallel trading in Consolidated Shares
(in the form of new share certificates and
existing share certificates) ends . . . . . . . . . . .	. . . . . . . . 4:10 p.m. on Thursday, 16 July
Designated broker ceases to stand
in the market to provide matching services
for odd lots of Consolidated Shares . . . . . . . . .	. . . . . . . . 4:10 p.m. on Thursday, 16 July
Last day for free exchange of
existing share certificates
for new share certificates . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . Monday, 20 July

All times and dates in this circular refer to Hong Kong local times and dates. Dates specified in the expected timetable above are indicative only and may be extended or varied. Any changes to the expected timetable will be announced as and when appropriate.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8087)

Executive Directors:

Mr. Ruan Deqing (Chairman) Mr. Peng Lichun Mr. Ma Pun Fai

Independent Non-Executive Directors: Ms. Tay Sheve Li Ms. Yu Shun Yan Verda Mr. Yau Kit Yu

Registered office: Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Suite 2001, Tower 1 China Hong Kong City 33 Canton Road Tsimshatsui, Kowloon, Hong Kong 15 May 2020

To the Shareholders,

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

As disclosed in the announcement of the Company dated 24 April 2020, the Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation on the basis that every ten (10) issued and unissued Shares of US$0.001 each be consolidated into one (1) Consolidated Share of US$0.01 each.

The purpose of this circular is to provide you with information regarding, among other things, details of (a) the Share Consolidation; and (b) the notice of EGM.

– 5 –

LETTER FROM THE BOARD

SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation by consolidating every ten (10) issued and unissued Shares of US$0.001 each in the share capital of the Company into one (1) Consolidated Share of US$0.01 each.

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is US$40,000,000 divided into 40,000,000,000 Shares of US$0.001 each, of which 5,760,000,000 Shares had been allotted and issued as fully paid or credited as fully paid. Assuming no further Shares will be issued or repurchased from the Latest Practicable Date to the effective date of the Share Consolidation, upon the Share Consolidation becoming effective, the authorised share capital of the Company will be US$40,000,000 divided into 4,000,000,000 Consolidated Shares of US$0.01 each, of which 576,000,000 Consolidated Shares will be in issue.

All Consolidated Shares will rank pari passu with each other in all respects and the rights attached to the Consolidated Shares will not be affected by the Share Consolidation.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders may be entitled.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon:

• (a) the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the EGM;

• (b) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and the GEM Listing Rules to effect the Share Consolidation; and

• (c) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

Subject to the fulfillment of the above conditions, the Share Consolidation will become effective on 10 June 2020, which is the second Business Day immediately following the date of the EGM on which the Shares are traded on the Stock Exchange.

– 6 –

LETTER FROM THE BOARD

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, there are 576,000,000 outstanding share options under the Share Option Scheme which entitle holders thereof to subscribe for 576,000,000 Shares of US$0.001 each at an exercise price of HK$0.029 per Share.

Pursuant to the terms and conditions of the Share Option Scheme and the GEM Listing Rules, the exercise price and the number of the outstanding share options granted under the Share Option Scheme will be adjusted (the ‘‘Adjustment’’) in the following manner with effect from 10 June 2020, being the effective date of the Share Consolidation:

	Before Adjustment	Before Adjustment		After Adjustment	After Adjustment
				Adjusted
				number of
	Number of			Consolidated	Adjusted
	Shares to be			Shares to be	exercise
	issued upon	Exercise		issued upon	price per
	full exercise	price per		full exercise	Consolidated
Date of grant	of the options		Share	of the options	Share
			(HK$)		(HK$)
5 July 2019	576,000,000		0.029	57,600,000	0.29

The Adjustment shall be subject to the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM. The independent financial adviser appointed by the Company has confirmed that the above Adjustment of the share options are made in accordance with the Share Option Scheme and the note to Rule 23.03(13) of the GEM Listing Rules.

Save as aforesaid, the Company had no other outstanding convertible securities, options or warrants in issue which may confer any right to subscribe for, convert or exchange into Shares as at the Latest Practicable Date. The Company also has no intention to issue or grant any convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares on or before the effective date.

– 7 –

LETTER FROM THE BOARD

Listing Application

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on Stock Exchange, the Consolidated Shares will be accepted 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 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 trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Shares or debt securities of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

OTHER ARRANGEMENTS

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is expected to be on 10 June 2020, Shareholders may, during a period between 10 June 2020 and 20 July 2020 (both dates inclusive), submit existing share certificates for the Shares, which are in blue color, to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates, which will be in red color. It is expected that new share certificates for the Consolidated Shares will be available for collection within 10 Business Days from the date of submission for the exchange. Thereafter, the existing share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) for each new share certificate for the Consolidated Shares to be issued or each existing share certificate for the Shares cancelled, whichever the number of certificates issued or cancelled is higher.

Nevertheless, the existing share certificates for the 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 upon completion of the Share Consolidation.

– 8 –

LETTER FROM THE BOARD

Arrangement on odd lot trading

In order to facilitate the trading of odd lots of the Consolidated Shares (if any) arising from the Share Consolidation, the Company has appointed a securities firm to provide matching service, on a best effort basis, to those 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.

Shareholders who wish to take advantage of this facility should contact Sorrento Securities Limited at 11/F, The Wellington, 198 Wellington Street, Central, Hong Kong (telephone number: (852) 3959 9800) from 9:00 a.m. on 24 June 2020 to 4:10 p.m. on 16 July 2020.

Holders of odd lots of the Consolidated Shares (if any) 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.

Fractional Consolidated Shares

Fractional Consolidated Shares (if any) arising from the Share Consolidation will not be issued to the Shareholders otherwise entitled thereto but will be aggregated and sold if possible, for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of existing share certificates held by such holder.

REASONS FOR THE SHARE CONSOLIDATION

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 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019 has further stated that (i) market price of the Shares at a level less than HK$0.1 will be considered as approaching the extremities of HK$0.01 as referred to Rule 17.76 of the GEM Listing Rules; 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.

– 9 –

LETTER FROM THE BOARD

The daily closing prices of the Shares during the period from 14 May 2018, being two years preceding the date of this circular, up to and including the Latest Practicable Date ranged from HK$0.012 to HK$0.035. The board lot value ranged from HK$240 to HK$700 during the aforesaid period. In view that the Shares had been traded below HK$0.10 and board lot value were below HK$2,000 in the past two years, the Board considers that the Share Consolidation, resulting in HK$0.12 per Consolidated Share and expected board lot value of HK$2,400 (based on the closing price of HK$0.012 per Share as at the Latest Practicable Date), will enable the Company to comply with the trading requirements under the GEM Listing Rules. Furthermore, the Share Consolidation will increase the nominal value of the Shares and will reduce the total number of Shares currently in issue. It is expected that the Share Consolidation will bring about a corresponding increase in the trading price of the Consolidated Shares. The theoretical market value of each board lot of the Consolidated Shares upon the Share Consolidation becoming effective will be higher than the market value of each existing board lot of the Shares, the transaction cost as a proportion of the market value of each board lot will be lower. The Board believes that the Share Consolidation will make investing in the Shares more attractive to a broader range of investors, and therefore further broaden the shareholder base of the Company.

Accordingly, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions or arrangements which may have affect the trading in the Shares, and has no agreement, arrangement, understanding, intention and negotiation for any fund raising activities in the coming 12 months.

ACTIONS TO BE TAKEN

Set out on pages 12 to 14 of this circular is a notice convening the EGM at which an ordinary resolution will be proposed to approve the proposed Share Consolidation.

Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time of the EGM (i.e. by 10:30 a.m. on 6 June 2020) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

– 10 –

LETTER FROM THE BOARD

VOTING AT THE EGM

All resolutions at the EGM shall be conducted by way of poll, and the results of the EGM will be announced by the Company in compliance with the GEM Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

RECOMMENDATIONS

The Board considers that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the EGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board of China 33 Media Group Limited Ruan Deqing Chairman

– 11 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8087)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of China 33 Media Group Limited (‘‘Company’’) will be held at Best Western Plus Hotel Hong Kong (Jasmine Room 3/F), 308 Des Voeux Road West, Hong Kong on 8 June 2020 at 10:30 a.m. to consider and, if thought fit, pass the following resolution (with or without amendments) as ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT subject to and conditional upon, among other things, the granting by the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange:

• (a) every ten (10) issued and unissued ordinary shares of US$0.001 each in the share capital of the Company be consolidated (the ‘‘Share Consolidation’’) into one (1) share of US$0.01 each (the ‘‘Consolidated Share(s)’’), and 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 in respect of ordinary shares contained in the articles of association of the Company;

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the ‘‘Directors’’) may think fit; and

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) the Directors be and is hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as they may, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.’’

By order of the Board of China 33 Media Group Limited Ruan Deqing Chairman

Hong Kong, 15 May 2020

Head office and principal place of business in Hong Kong: Registered office: Suite 2001, Tower 1 Cricket Square, Hutchins Drive China Hong Kong City PO Box 2681 33 Canton Road Grand Cayman KY1-1111 Tsimshatsui, Kowloon Hong Kong Cayman Islands

Notes:

1. A member of the Company entitled to attend and vote at the meeting (‘‘Meeting’’) above is entitled to appoint in written form one or, if he is the holder of two or more shares (‘‘Shares’’) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (i.e. by 10:30 a.m. on Saturday, 6 June 2020) or any adjournment thereof.

4. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from Wednesday, 3 June 2020 to Monday, 8 June 2020 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong at the above address by no later than 4:30 p.m. on Tuesday, 2 June 2020.

5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. All times and dates specified herein refer to Hong Kong local times and dates.

2. If tropical cyclone warning signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at 7:00 a.m. on Monday, 8 June 2020, the Meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The Meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the Meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

The health of our shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the extraordinary general meeting to protect attending shareholders, staff and stakeholders from the risk of infection:–

• (i) Compulsory body temperature checks will be conducted for every shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (ii) The Company encourages each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) No refreshment will be served, and there will be no corporate gift.

In addition, the Company reminds 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 resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

If any shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to our registered office. If any shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, the Company’s branch share registrar and transfer office in Hong Kong as follows:–

Tricor Investor Services Limited Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong Email: is-enquiries@hk.tricorglobal.com Tel: (852) 2980 1333 Fax: (852) 2810 8185

– 14 –