China Brilliant Global Limited — Proxy Solicitation & Information Statement 2018

Jun 29, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in China Brilliant Global Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

**CHINA BRILLIANT GLOBAL LIMITED 朗華國際集團有限公司 ***

(formerly known as Prosten Health Holdings Limited 長達健康控股有限公司 *) (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8026)

(I) PROPOSED GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

(II) PROPOSED RE-ELECTION OF DIRECTORS (III) PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME

AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (“AGM”) of China Brilliant Global Limited (the “Company”) to be held on Flat B, 9th Floor, 9 Des Voeux Road West, Hong Kong on Tuesday, 31 July 2018 at 10:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for the AGM is enclosed with this circular. Whether you are able to attend the AGM or not, please complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

This circular, for which the directors (the “Directors”) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The GEM of The Stock Exchange of Hong Kong Limited 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.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at www.cbg.com.hk.

* For identification purpose only

30 June 2018

CHARACTERISTICS OF THE GEM OF THE STOCK EXCHANGE

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, 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.

– i –

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . .	4
3.	Proposed General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . .	4
4.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Proposed Refreshment of Scheme Mandate Limit of
	the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
**Appendix **	I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
**Appendix **	II – Details of Directors Proposed for Re-election. . . . . . . . . . . .	11
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– ii –

DEFINITIONS

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

“2016 AGM” the annual general meeting of the Company held on 28 September 2016

• “AGM” the annual general meeting of the Company to be held on Flat B, 9th Floor, 9 Des Voeux Road West, Hong Kong on Tuesday, 31 July 2018 at 10:00 a.m.

• “Articles of Association” articles of association of the Company

• “associate(s)” has the meaning ascribed to it under the GEM Listing Rules

• “Board” the board of Directors

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended from time to time

• “Company” China Brilliant Global Limited

• “Corporate Governance Code”

• The Corporate Governance Code and Corporate Governance Report as set out in Appendix 15 of the GEM Listing Rules

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

• “Existing Scheme Mandate Limit”

• the maximum number of Shares which may be issued upon exercise of all Options which may be granted under the Share Option Scheme shall not exceed 109,536,050 Shares, being 10% of the Shares in issue as at the date of the 2016 AGM

• “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM of the Stock Exchange as amended from time to time

• “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

• “Issue Mandate”

• the general and unconditional mandate to the Directors to exercise all the powers of the Company to allot, issue or deal with Shares up to 20% of the aggregate number of shares of the Company in issue on the date of passing of such resolution

– 1 –

DEFINITIONS

• “Latest Practicable Date”

• 27 June 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Memorandum and Articles and Association”

• the existing memorandum of association and articles of association of the Company

• “Option(s)”

• option(s) to subscribe for Shares granted or to be granted by the Company pursuant to the Share Option Scheme

• “Repurchase Mandate”

• the general and unconditional mandate to the Directors to exercise all the powers of the Company to purchase Shares on the Stock Exchange up to 10% of the aggregate number of issued Shares of the Company on the date of passing of such resolution

• “Repurchase Resolution”

• the proposed ordinary resolution as referred to in resolution item 4 of the notice of AGM approving the Repurchase Mandate

• “Scheme Mandate Limit” the maximum number of Shares which may be issued upon exercise of all Options which may be granted under the Share Option Scheme, which shall not in aggregate exceed 10% of the Shares in issue as at the date of approval of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

• “SFO”

• The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Shareholder(s)”

holder(s) of Share(s)

• “Shares”

• ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Share Option Scheme”

• the share option scheme adopted by the Company on 10 August 2011 as approved by way of a Shareholders’ resolution passed on 5 August 2011

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

• “Takeovers Code”

• The Hong Kong Code on Takeovers and Mergers as amended from time to time

“%”

per cent

– 2 –

LETTER FROM THE BOARD

**CHINA BRILLIANT GLOBAL LIMITED 朗華國際集團有限公司 ***

(formerly known as Prosten Health Holdings Limited 長達健康控股有限公司 *)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8026)

Executive Directors: Mr. Zhang Chunhua (Chairman) Ms. Chung Elizabeth Ching Yee (Chief Executive Officer) Ms. Zhang Chunping

Non-executive Director: Mr. Xu Zhigang

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

Independent Non-executive Directors: Ms. Chan Mei Yan Hidy Mr. Kwan Chi Hong Ms. Lee Kwun Ling, May Jean

Principal place of business: Flat B, 9th Floor, 9 Des Voeux Road West Hong Kong

30 June 2018

To the Shareholders:

Dear Sir or Madam,

(I) PROPOSED GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

(II) PROPOSED RE-ELECTION OF DIRECTORS (III) PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME

AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for (i) the granting of the Repurchase Mandate and the Issue Mandate; (ii) the re-election of Directors; and (iii) the proposed refreshment of Scheme Mandate Limit of the Share Option Scheme.

* For identification purpose only

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LETTER FROM THE BOARD

2. PROPOSED GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in item 4 of the notice of AGM. The Shares which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the issued Shares of the Company at the date of passing of the resolution approving the Repurchase Mandate, being 145,096,372 Shares provided that no further Shares will be issued or repurchased prior to the AGM. An explanatory statement as required under the GEM Listing Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular. As at the Latest Practicable Date, there is no immediate plan to repurchase any existing Shares under the Repurchase Mandate.

3. PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES

It will also be proposed at the AGM two ordinary resolutions for granting to the Directors a general mandate to allot, issue and deal with not exceeding 20% of the issued Shares of the Company as at the date of passing the resolution set out in item 5 of the notice of AGM and adding to such general mandate so granted to the Directors any Shares representing the aggregate number Shares repurchased by the Company under the general mandate to repurchase Shares pursuant to the Repurchase Resolution set out in item 4 of the notice of AGM. As at the Latest Practicable Date, there is no immediate plan to issue any new Shares under the Issue Mandate. However, the Board will review the cash position of the Group from time to time to evaluate needs to raise fund under the Issue Mandate and to ensure sufficient cash is available to meet the working capital requirements and to finance the business development.

4. PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises Mr. Zhang Chunhua, Ms. Chung Elizabeth Ching Yee and Ms. Zhang Chunping as executive Directors, Mr. Xu Zhigang as a non-executive Director, and Ms. Chan Mei Yan Hidy, Mr. Kwan Chi Hong and Ms. Lee Kwun Ling, May Jean as independent non-executive Directors.

Mr. Xu Zhigang will retire from office as Directors at the AGM in accordance with the Articles of Association of the Company. Mr. Zhang Chunhua, Ms. Chung Elizabeth Ching Yee, Ms. Zhang Chunping as executive Directors, Ms. Chan Mei Yan Hidy, Mr. Kwan Chi Hong and Ms. Lee Kwun Ling, May Jean will hold office as Directors until the AGM in accordance with code provision A.4.2 in the Corporate Governance Code as set out in Appendix 15 of the GEM Listing Rules. All of the above Directors, being eligible, will offer themselves for re-election at the AGM.

Brief biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

5. PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

The existing Share Option Scheme was adopted by the Company on 10 August 2011 (“Adoption Date”) as approved by way of a Shareholders’ resolution (“2011 Resolution”) passed on 5 August 2011. Apart from the Share Option Scheme, the Group has no other share option scheme currently in force. The purpose of the Share Option Scheme is to enable the Group to grant Options to the eligible participants (including, amongst others, employees of the Group) as incentives or rewards for their contribution to the Group, promotion of improved services to the Group and/or establishment of stronger business relationships between the Group and such participants.

The maximum number of Shares which may be issued upon exercise of all Options which may be granted under the Share Option Scheme shall not exceed 75,635,500 Shares (the “Initial Scheme Mandate Limit”), being 10% of the Shares in issue as at the date of the passing of the 2011 Resolution. The Initial Scheme Mandate Limit was refreshed at the 2016 AGM and the Directors were be authorised to grant Options to subscribe for a maximum total of 109,536,050 Shares representing 10% of the issued Shares as at date of the 2016 AGM. Since the Adoption Date and up to the Latest Practicable Date, a total of 109,500,000 Options were granted, out of which 27,787,500 Options had been exercised, 2,612,500 Options had lapsed, 500,000 Options had been cancelled, and 78,600,000 Options remained outstanding as at the Latest Practicable Date.

Since the refreshment of the Scheme Mandate Limit on 28 September 2016, the issued share capital of the Company had been increased from 1,095,360,500 Shares to 1,450,963,725 Shares as at the Latest Practicable Date as a result of, amongst others, issue of new Shares upon exercise of Options granted under the Share Option Scheme as mentioned above, and through conversion of convertible note and placing carried out and completed in recent years on 29 November 2016, 20 June 2017 and 30 April 2018 respectively. The number of Shares in issue on the date of the 2016 AGM which forms the basis for the Existing Scheme Mandate Limit merely represents approximately 75% of the Shares in issue as at the Latest Practicable Date.

Pursuant to the terms of the Share Option Scheme and Rule 23.03(3) of the GEM Listing Rules, the Company may seek approval from its Shareholders in a general meeting for refreshing the 10% Scheme Mandate Limit under the Share Option Scheme. However, the total number of Shares which may be issued upon exercise of all Options to be granted pursuant to the Share Option Scheme under the refreshed Scheme Mandate Limit must not exceed 10% of the Shares in issue as at the date of approving refreshment of the Scheme Mandate Limit. Options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the Share Option Scheme or exercised Options) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. The limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company (or

– 5 –

LETTER FROM THE BOARD

its subsidiaries) must not exceed 30% of the relevant class of shares of the Company (or its subsidiaries) in issue from time to time. No options may be granted under any schemes of the Company (or its subsidiaries) if this will result in the limit being exceeded.

By reason of the substantial enlargement of the share capital of the Company in recent years as aforesaid, and in anticipation of the growing need to provide incentives to, and recognize the contribution of, the eligible participants (including without limitation the Group’s employees) under the Share Option Scheme by way of granting Options, the Board proposes to seek approval of the Shareholders at the AGM to refresh the 10% Scheme Mandate Limit, with a view to adjusting the Scheme Mandate Limit in order to render it accurately corresponding to the latest share capital of the Company, and also allowing more flexibility in granting Options to eligible participants under the Share Option Scheme. The Directors consider that refreshment of the Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company had an aggregate of 1,450,963,725 Shares in issue. Subject to the passing of the resolution for approval of the refreshment of the Scheme Mandate Limit and on the basis that no further Shares will be issued or repurchased prior to the AGM, under the refreshed Scheme Mandate Limit, the Directors will be authorised to grant Options to subscribe for a maximum total of 1,450,963,725 Shares, representing 10% of the issued Shares as at the date of the AGM. As at the Latest Practicable Date, the Company had not proposed further grant of Options.

The refreshment of the Scheme Mandate Limit is conditional upon:

• (i) the passing of an ordinary resolution at the AGM to approve the refreshment of the Scheme Mandate Limit by the Shareholders; and

• (ii) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, such number of Shares, representing 10% of the number of the issued Shares as at the date of the AGM which may fall to be allotted and issued pursuant to the exercise of Options granted under the refreshed Scheme Mandate Limit pursuant to the Share Option Scheme.

Application will be made to the Stock Exchange for the approval mentioned in paragraph (ii) above.

6. ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 17 to 21 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate and Issue Mandate and the extension of the Issue Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate, the re-election of Directors and the refreshment of Scheme Mandate Limit of the Share Option Scheme. A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the GEM

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LETTER FROM THE BOARD

website (www.hkgem.com) and the Company’s website (www.cbg.com.hk). In order to be valid, the form of proxy together with any 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 deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof. The completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof, should they so wish.

7. VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll.

8. 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.

9. RECOMMENDATION

The Directors consider that the resolutions as set out in the notice of AGM for (i) the granting of the Repurchase Mandate and the Issue Mandate, (ii) the re-election of Directors, and (iii) the proposed refreshment of the Scheme Mandate Limit of the Share Option Scheme, as proposed above are all in the best interests of the Company and the Shareholders and accordingly recommend the Shareholders to vote in favour of all such resolutions at the AGM.

10. GENERAL INFORMATION

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

Yours faithfully,

For and on behalf of the Board of

CHINA BRILLIANT GLOBAL LIMITED Zhang Chunhua Chairman

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

The following is the explanatory statement required to be sent to Shareholders under the GEM Listing Rules in connection with the proposed Repurchase Mandate:

This explanatory statement contains all information pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,450,963,725 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of AGM respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 145,096,372 Shares, representing 10% of the issued Shares of the Company as at the date of passing of the resolution approving the Repurchase Mandate, during the period up to (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 or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

2. REASONS FOR REPURCHASES

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

Repurchases of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets 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 REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not purchase Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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EXPLANATORY STATEMENT

APPENDIX I

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2018) in the event that the proposed repurchase of Shares was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. MARKET PRICES

The highest and lowest prices at which the Shares were traded on the GEM during the previous twelve months preceding the Latest Practicable Date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2017
June	0.320	0.208
July	0.244	0.212
August	0.255	0.206
September	0.250	0.210
October	0.360	0.221
November	0.450	0.285
December	0.410	0.280
2018
January	0.390	0.275
February	0.340	0.249
March	0.330	0.255
April	0.395	0.295
May	0.620	0.360
June (Up to the Latest Practicable Date)	0.650	0.495

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules, the Memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates have any present intention to sell any Shares to the Company under the Repurchase Resolution if such is approved by the Shareholders.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

No other connected persons (as defined in the GEM Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Resolution is approved by the Shareholders.

6. SHARES PURCHASE MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on GEM or otherwise) in the previous six months prior to the Latest Practicable Date.

– 10 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:

1. Mr. Zhang Chunhua (“ Mr. Zhang ”), aged 45, was appointed as the Chairman of the Board and executive director on 12 February 2018. Mr. Zhang is in charge of the overall corporate strategies and business development of the Group. Mr. Zhang founded a trading company in Shenzhen and it evolved to become a global supply chain management corporation which Mr. Zhang is currently the chairman. Mr. Zhang is responsible for the overall strategic development of the corporation which is a top 100 import/export corporation in the PRC and a pioneer of supply chain management in the PRC. Mr. Zhang has over 12 years of experience in supply chain management in the PRC. Mr. Zhang was the vice chairman of 深圳市工商業聯合會第七屆執委會 and 深圳市總商會第七屆理 事會.

Mr. Zhang has entered into a service agreement with the Company for an initial fixed term of three years with effect from 12 February 2018 and thereafter should be continuous until terminated on or at any time after the expiration of the initial fixed period by either party giving to the other no less than three months’ prior notice in writing. Notwithstanding the foregoing, Mr. Zhang is subject to retirement by rotation and re-election at the general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Zhang is entitled to an annual fixed salary of HK$1 which was determined by the Board with reference to his duties and responsibilities, his experience, prevailing market conditions and the Company’s remuneration policy.

As at the Latest Practicable Date, Mr. Zhang holds 80% shares of Brilliant Chapter Limited (“ Brilliant Chapter ”) which is a limited liability company incorporated in the Republic of Seychelles. Brilliant Chapter was interested in 822,319,294 Shares of the Company. In addition, Mr. Zhang is also entitled to share options to subscribe for 13,800,000 Shares of the Company at an exercise price of HK$0.59 per Share. Other than Mr. Zhang is the brother of Ms. Zhang Chunping, he does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed in this circular, Mr. Zhang did not hold any directorships in any other public listed companies in the last three years preceding the Latest Practicable Date.

Save as disclosed in this circular, Mr. Zhang does not have any other information that is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor does he have any other matters that need to be brought to the attention of the Shareholders.

– 11 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

2. Ms. Chung, Elizabeth Ching Yee (“ Ms. Chung ”), aged 47, was appointed as an executive Director and the chief executive officer of the Company on 18 May 2018. Ms. Chung is also a member of both the nomination committee and the remuneration committee of the Company. Ms. Chung has extensive professional experience in Global brand building and investment advisory. She is appointed as CEO and executive director of Paganini Milano (SG) PTE Limited in early 2017, responsible for brand positioning, strategic planning, and business development. She leads her team to develop retail business globally. Prior to that, Ms. Chung was a director at BOCI Securities Limited and an assistant vice president at HSBC Broking Securities (Asia) Limited responsible for investment advisory for over 10 years. Ms. Chung graduated at Rutgers University, and started her professional career at General Electric Capital Corporation in the United States of America and she joined A.T. Kearney (Hong Kong) Limited after returning Hong Kong.

Ms. Chung has entered into a service agreement with the Company for an initial fixed term of three years with effect from 18 May 2018 and thereafter should be continuous until terminated on or at any time after the expiration of the initial fixed period by either party giving to the other no less than three months’ prior notice in writing. Notwithstanding the foregoing, Ms. Chung is subject to retirement by rotation and re-election at the general meeting of the Company in accordance with the Articles of Association of the Company. Ms. Chung is entitled to an annual fixed salary of HK$1,200,000 which was determined by the Board with reference to her duties and responsibilities, her experience, prevailing market conditions and the Company’s remuneration policy.

As at the Latest Practicable Date, Ms. Chung is entitled to share options to subscribe for 13,800,000 Shares of the Company at an exercise price of HK$0.59 per Share. Ms. Chung does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed in this circular, Ms. Chung did not hold any directorships in any other public listed companies in the last three years preceding the Latest Practicable Date.

Save as disclosed in this circular, Ms. Chung does not have any other information that is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor does he have any other matters that need to be brought to the attention of the Shareholders.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

3. Ms. Zhang Chunping (“ Ms. Zhang ”), aged 41, was appointed as an executive director of the Company on 12 February 2018. Ms. Zhang has over 10 years of experience in financial management in the PRC and she is the financial director of the global supply chain management corporation Mr. Zhang founded since 2007. Ms. Zhang is responsible for overseeing the financial operation of the corporation and liaising with various bankers of the corporation for banking facilities and other services.

Ms. Zhang has entered into a service agreement with the Company for an initial fixed term of three years with effect from 12 February 2018 and thereafter should be continuous until terminated on or at any time after the expiration of the initial fixed period by either party giving to the other no less than three months’ prior notice in writing. Notwithstanding the foregoing, Ms. Zhang is subject to retirement by rotation and re-election at the general meeting of the Company in accordance with the Articles of Association of the Company. Ms. Zhang is entitled to an annual fixed salary of HK$1 which was determined by the Board with reference to her duties and responsibilities, her experience, prevailing market conditions and the Company’s remuneration policy.

As at the Latest Practicable Date, Ms. Zhang indirectly holds 20% shares of Brilliant Chapter which is interested in 822,319,294 Shares of the Company. In addition, Ms. Zhang is also entitled to share options to subscribe for 13,800,000 Shares of the Company at an exercise price of HK$0.59 per Share. Other than Ms. Zhang is the sister of Mr. Zhang, she does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed in this circular, Ms. Zhang did not hold any directorships in any other public listed companies in the last three years preceding the Latest Practicable Date.

Save as disclosed in this circular, Ms. Zhang does not have any other information that is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor does he have any other matters that need to be brought to the attention of the Shareholders.

4. Mr. Xu Zhigang (“ Mr. Xu ”), aged 47, appointed as an executive Director of the Company on 25 June 2015 and appointed as Chairman of the Board on 17 July 2015 and was redesignated as a non-executive Director on 12 February 2018. Mr. Xu holds a master’s degree in business management from Southwest Jiaotong University in the PRC. Mr. Xu is also appointed as an executive director and chief executive officer of Hong Kong Resources Holdings Company Limited (stock code: 02882). Prior to joining the Group, Mr. Xu acted as a vice president of Mega Medical Technology Limited (formerly known as “Wing Tai Investment Holdings Limited” and “Wing Lee Holdings Limited”) (stock code: 876), a company listed on the Main Board of the Exchange, and he was an executive director and later re-designated as a non-executive director of Aurum Pacific (China) Group Limited (stock code: 8148), a company listed on GEM. Mr. Xu has extensive experience in areas such as corporate management, business financing, corporate investment and asset acquisition.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Xu has entered into a service agreement with the Company for an initial fixed term of one year with effect from 12 February 2018 and thereafter should be continuous until terminated on or at any time after the expiration of the initial fixed period by either party giving to the other no less than three months’ prior notice in writing. Notwithstanding the foregoing, Mr. Xu is subject to retirement by rotation and re-election at the general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Xu is entitled to an annual fixed salary of HK$180,000 which was determined by the Board with reference to his duties and responsibilities, his experience, prevailing market conditions and the Company’s remuneration policy.

As at the Latest Practicable Date, Mr. Xu is also entitled to share options to subscribe for 300,000 Shares of the Company at an exercise price of HK$0.59 per Share. Mr. Xu does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed in this circular, Mr. Xu did not hold any directorships in any other public listed companies in the last three years preceding the Latest Practicable Date.

Save as disclosed in this circular, Mr. Xu does not have any other information that is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor does he have any other matters that need to be brought to the attention of the Shareholders.

5. Ms. Chan Mei Yan Hidy (“ Ms. Chan ”), aged 52, was appointed as an independent non-executive Director on 12 February 2018. Ms. Chan is also the Chairman of the audit committee and a member of the nomination committee. Ms. Chan is a finance expert with more than 20 years professional and commercial exposure in international accounting firm, multinational corporations and Hong Kong listed companies. She served as a Principal of Crowe Horwath (HK) CPA Limited. Ms. Chan graduated from the University of Hong Kong with a bachelor degree in accounting. She also holds a master degree in business administration from the University of Manchester. Ms. Chan is the member of certain professional associations. Ms. Chan was Committee member and Chairman, SME Sub-committee of the Association of Chartered Certified Accountants (“ACCA”) for 8 years. She is elected in the ACCA Global Council Election in December 2017.

Ms. Chan has entered into a service agreement with the Company for an initial fixed term of three years with effect from 12 February 2018 and thereafter should be continuous until terminated on or at any time after the expiration of the initial fixed period by either party giving to the other no less than one month’s prior notice in writing. Notwithstanding the foregoing, Ms. Chan is subject to retirement by rotation and re-election at the general meeting of the Company in accordance with the Articles of Association of the Company. Ms. Chan is entitled to an annual fixed salary of HK$180,000 which was determined by the Board with reference to her duties and responsibilities, her experience, prevailing market conditions and the Company’s remuneration policy.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

As at the Latest Practicable Date, Ms. Chan is also entitled to share options to subscribe for 300,000 Shares of the Company at an exercise price of HK$0.59 per Share. Ms. Chan does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed in this circular, Ms. Chan did not hold any directorships in any other public listed companies in the last three years preceding the Latest Practicable Date.

Save as disclosed in this circular, Ms. Chan does not have any other information that is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor does he have any other matters that need to be brought to the attention of the Shareholders.

6. Mr. Kwan Chi Hong (“ Mr. Kwan ”), aged 45, was appointed as an independent non-executive Director on 12 February 2018. Mr. Kwan is also the chairman of the remuneration committee and a member of the audit committee. Mr. Kwan is the chairman, executive director and one of the controlling shareholders of Bamboos Health Care Holdings Limited (stock code: 02293) and an independent non-executive director of Stream Ideas Group Limited (stock code: 08401). Mr. Kwan obtained a bachelor’s degree in Economics and a master’s degree in Economics from The University of Hong Kong in January 1995 and December 2005 respectively. Mr. Kwan completed a programme in Executive MBA and obtained a master’s degree in Business Administration from The Chinese University of Hong Kong in December 2007. Mr. Kwan had over 10 years of managerial experience in the public sector, from February 1995 to December 2007, including working as an executive officer in various government departments including Registration and Electoral Office, Urban Services Department, Home Affairs Department, Hong Kong Police Force and Chief Secretary for Administration’s Office Government Secretariat.

Mr. Kwan has entered into a service agreement with the Company for an initial fixed term of three years with effect from 12 February 2018 and thereafter should be continuous until terminated on or at any time after the expiration of the initial fixed period by either party giving to the other no less than one month’s prior notice in writing. Notwithstanding the foregoing, Mr. Kwan is subject to retirement by rotation and re-election at the general meeting of the Company in accordance with the Articles of Association of the Company. Mr. Kwan is entitled to an annual fixed salary of HK$180,000 which was determined by the Board with reference to his duties and responsibilities, his experience, prevailing market conditions and the Company’s remuneration policy.

As at the Latest Practicable Date, Mr. Kwan is also entitled to share options to subscribe for 300,000 Shares of the Company at an exercise price of HK$0.59 per Share. Mr. Kwan does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed in this circular, Mr. Kwan did not hold any directorships in any other public listed companies in the last three years preceding the Latest Practicable Date.

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Save as disclosed in this circular, Mr. Kwan does not have any other information that is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor does he have any other matters that need to be brought to the attention of the Shareholders.

7. Ms. Lee Kwun Ling, May Jean (“ Ms. Lee ”), aged 57, was appointed as an independent non-executive Director on 12 February 2018. Ms. Lee is also the Chairman of the nomination committee and a member of both the audit committee and remuneration committee. Ms. Lee was appointed as an independent non-executive Director of Finsoft Financial Investment Holdings Limited (stock code: 08018) on September 2013. Ms. Lee is currently studies in a Doctor of Business Administration programme, at City University of Hong Kong (“City U”). Prior to that Ms. Lee obtained a degree of Master of Business Administration (Executive) at City U in October 2014. Ms. Lee is running her own business in luxury fur coat retail since 2015. From December 2006 to October 2012, Ms. Lee worked for King Fook Holdings Limited and her last position was director of sales and brand development, Greater China. From October 2012 to January 2015, Ms. Lee worked for Boucheron Hong Kong Limited as a retail director. Ms. Lee was a director of Yan Oi Tong, a registered non-profit charitable organisation, from 2010 to 2014 and 2017 to 2018.

Ms. Lee has entered into a service agreement with the Company for an initial fixed term of three years with effect from 12 February 2018 and thereafter should be continuous until terminated on or at any time after the expiration of the initial fixed period by either party giving to the other no less than one month’s prior notice in writing. Notwithstanding the foregoing, Ms. Lee is subject to retirement by rotation and re-election at the general meeting of the Company in accordance with the Articles of Association of the Company. Ms. Lee is entitled to an annual fixed salary of HK$180,000 which was determined by the Board with reference to her duties and responsibilities, her experience, prevailing market conditions and the Company’s remuneration policy.

As at the Latest Practicable Date, Ms. Lee is also entitled to share options to subscribe for 300,000 Shares of the Company at an exercise price of HK$0.59 per Share. Ms. Lee does not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed in this circular, Ms. Lee did not hold any directorships in any other public listed companies in the last three years preceding the Latest Practicable Date.

Save as disclosed in this circular, Ms. Lee does not have any other information that is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor does he have any other matters that need to be brought to the attention of the Shareholders.

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

**CHINA BRILLIANT GLOBAL LIMITED 朗華國際集團有限公司 ***

(formerly known as Prosten Health Holdings Limited 長達健康控股有限公司 *)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8026)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (“ AGM ”) of China Brilliant Global Limited (the “Company”) will be held on Flat B, 9th Floor, 9 Des Voeux Road West, Hong Kong on Tuesday, 31 July 2018 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the directors (the “Directors”) and auditors for the year ended 31 March 2018;

2. (i) To re-elect the following Directors:

   • (a) Mr. Zhang Chunhua;

   • (b) Ms. Chung, Elizabeth Ching Yee;

   • (c) Ms. Zhang Chunping;

   • (d) Mr. Xu Zhigang;

   • (e) Ms. Chan Mei Yan Hidy;

   • (f) Mr. Kwan Chi Hong; and

   • (g) Ms. Lee Kwun Ling, May Jean;

3. (ii) To authorise the board of directors (the “Board”) to fix the Directors’ remuneration;

4. To re-appoint HLB Hodgson Impey Cheng Limited as auditors of the Group and to authorise the Board to fix their remuneration;

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

1. As a special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognised by The Securities and Futures Commission of Hong Kong (“ Securities and Futures Commission ”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Securities and Futures Commission and the Stock Exchange or any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

• (b) The aggregate number of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company (“Shareholders”) in general meeting revoking or varying the authority given to the Directors by this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

1. As a special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on GEM of, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a rights issue where shares are offered to Shareholders or any class thereof on a fixed record date in proportion to their then holdings of shares or any class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong); or (ii) the exercise of any options granted under any option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to eligible participants thereunder or rights to acquire shares in the capital of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company in force from time to time, shall not exceed 20% of the aggregate number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held; and

  • (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.”

• As a special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to the passing of ordinary resolutions set out in items 4 and 5 in the above notice, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to ordinary resolution set out in item 5 in the above notice be and is hereby extended by the addition of the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution set out in item 4 in the above notice, provided that such amount of shares shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of passing the said resolution.”

1. As a special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Stock Exchange granting approval for the listing of, and permission to deal in, the ordinary shares of the Company to be issued upon exercise of share options granted under the refreshed scheme mandate limit of the share option scheme adopted by the Company on 10 August 2011 (“ Share Option Scheme ”) and Scheme Mandate Limit of the Share Option Scheme refreshed on 28 September 2016, the existing scheme mandate limit in respect of granting of options to subscribe for shares of the Company under the Share Option Scheme be refreshed and renewed provided that the total number of shares which may be allotted and issued upon exercise of options which may be granted under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) must not exceed 10% of the shares of the Company in issue as at the date on which this resolution is passed (“Refreshed Scheme Mandate Limit”), and THAT the Directors be and are hereby authorised: (i) to do all such acts and execute all such documents to effect the Refreshed Scheme Mandate Limit; (ii) subject to compliance with the GEM Listing

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NOTICE OF ANNUAL GENERAL MEETING

Rules, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate Limit pursuant to the Share Option Scheme; and (iii) to exercise all powers to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate Limit.”

By Order of the Board CHINA BRILLIANT GLOBAL LIMITED Zhang Chunhua Chairman

Hong Kong, 30 June 2018

Head office and principal place of business:

Flat B, 9/F, 9 Des Voeux Road West, Hong Kong

Notes:

1. As at the date of this notice, the Board comprises the following directors:

2. Mr. Zhang Chunhua (Executive Director (Chairman))

3. Ms. Chung Elizabeth Ching Yee (Executive Director and Chief Executive Officer)

4. Ms. Zhang Chunping (Executive Director)

5. Mr. Xu Zhigang (Non-executive Director)

6. Ms. Chan Mei Yan Hidy (Independent Non-executive Director)

Mr. Kwan Chi Hong (Independent Non-executive Director)

1. Any Shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote in his stead in accordance with the Articles of Association. A Shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a Shareholder of the Company.

2. In order to be valid, a form of proxy together with any 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 deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting thereof.

3. The register of members of the Company will be closed from Thursday, 26 July 2018 to Tuesday, 31 July 2018, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending the AGM convened by the above notice, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 25 July 2018.

4. In relation to ordinary resolutions set out in items 4 to 6 in the above notice, the Directors wish to state that they have no immediate plan to repurchase any existing shares or issue any new shares of the Company as at the Latest Practicable Date.

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