C&N Holdings Limited — Proxy Solicitation & Information Statement 2022

May 13, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 C&N Holdings Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed 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.

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.

C&N Holdings Limited 春 能 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8430)

(1) PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND TO REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS;

(3) PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at No 3 Soon Lee Street, #06–03 Pioneer Junction, Singapore 627606 on Monday, 20 June 2022 at 10: 30 a.m. is set out on pages 22 to 26 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

This circular will remain on the GEM website at www.hkgem.com on the ‘‘Latest Listed Company Information’’ page for at least 7 days from the date of its posting and on the website of the Company at http://www.cnlimited.com.

PRECAUTIONARY MEASURES FOR THE AGM

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the AGM, including:

• . compulsory body temperature checks and health and travel declarations

• . compulsory wearing of a surgical face mask for each attendee

• . no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Singapore Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

13 May 2022

• For identification purposes only

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

– i –

CONTENTS

	Page
Precautionary measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix I — Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . .	13
Appendix II — Details of the Directors to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– ii –

PRECAUTIONARY MEASURES FOR THE AGM

In view of the current Novel Coronavirus (‘‘COVID-19’’) epidemic situation and the safe management measures in Singapore, the Company will implement the following precautionary measures at the AGM to safeguard the health and safety of every attendee at the AGM:

• (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) Each attendee must wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) The seating distance inside the meeting venue will be widened so as to reduce interaction among attendees. As a result, only a limited number of seats will be provided.

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

• (v) Each attendee may be asked whether (a) he/she has travelled outside of Singapore within the 14-day period immediately before the AGM; and (b) he/she is subject to any Singapore Government prescribed quarantine or stay home notice. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.

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 at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this circular.

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, he/she is welcome to send such question or matter in writing to our head office and principal place of business in Hong Kong.

– 1 –

DEFINITIONS

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

‘‘AGM’’	the annual general meeting of the Company to be convened and
	held at No 3 Soon Lee Street, #06–03 Pioneer Junction,
	Singapore 627606 on Monday, 20 June 2022 at 10: 30 a.m.,
	notice of which is set out on pages 22 to 26 of this circular
‘‘Articles’’	the articles of association of the Company, as amended from
	time to time and the ‘‘Article’’ shall mean an article of the
	Articles
‘‘Board’’	the board of Directors
‘‘close associate(s)’’	has the meaning ascribed to this term under the GEM Listing
	Rules
‘‘Company’’	C&N Holdings Limited, a company incorporated in the Cayman
	Islands with limited liability and the issued Shares of which are
	listed on GEM
‘‘Director(s)’’	the director(s) of the Company from time to time
‘‘GEM’’	GEM operated by the Stock Exchange
‘‘GEM Listing Rules’’	the Rules Governing the Listing of Securities on GEM
‘‘Group’’	the Company and its subsidiaries from time to time
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘Issue Mandate’’	a general and unconditional mandate proposed to be granted to
	the Directors at the AGM to allot, issue and deal with Shares of
	up to 20% of the total number of issued Shares as at the date of
	passing of the relevant resolution granting such mandate
‘‘Latest Practicable	10 May 2022, being the latest practicable date prior to the
Date’’	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
‘‘Options’’	the options granted under the Share Option Scheme to subscribe
	for Shares in accordance with the terms thereof
‘‘Repurchase Mandate’’	a general and unconditional mandate proposed to be granted to
	the Directors at the AGM to repurchase such number of issued
	and fully paid Shares of up to 10% of the total number of issued
	Shares as at the date of passing of the relevant resolution
	granting such mandate

– 2 –

DEFINITIONS

• ‘‘Scheme Mandate the maximum number of Shares which may be allotted and issued Limit’’ upon exercise of all share options to be granted under the Share Option Scheme of the Company which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Scheme Mandate Limit by the Shareholders and thereafter, if refreshed shall not exceed 10% of the refreshed limit by the Shareholders

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ’’Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 25 September 2017

• ‘‘Shareholder(s)’’ holder(s) of the issued Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Substantial has the same meaning ascribed to it under the GEM Listing shareholder(s)’’ Rules

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent.

– 3 –

LETTER FROM THE BOARD

C&N Holdings Limited 春 能 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8430)

Executive Directors: Mr. Chua Kang Lim (Chairman and Chief Executive Officer) Ms. Chua Sui Feng Ms. Fung Mee Kuen

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

Independent non-executive Directors: Mr. Cheung Wai Kin Ms. Lo Suet Lai Ms. Wong Shuk Yee Camilla

Head office and principal place of business in Hong Kong: 21st Floor, CMA Building 64 Connaught Road Central, Hong Kong 13 May 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND TO REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS;

(3) PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the Issue Mandate and the Repurchase Mandate, (ii) the reelection of retiring Directors, (iii) refreshment of scheme mandate limit and (iv) the notice of the AGM.

ISSUE MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issue Mandate and the Repurchase Mandate.

• For identification purposes only

– 4 –

LETTER FROM THE BOARD

Issue Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given a general and unconditional mandate (i.e. the Issue Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting such mandate.

In addition, a separate ordinary resolution will further be proposed for extending the Issue Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 819,840,000 Shares in issue. Subject to the passing of the resolutions for the approval of the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 163,968,000 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given a general and unconditional mandate to repurchase issued and fully paid Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the total number of issued Shares as at the date of passing of the relevant resolution granting such Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 81,984,000 Shares.

The Issue Mandate (including the extension of the Issue Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extension of the Issue Mandate) and the Repurchase Mandate until 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, the Companies Law (Revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.

– 5 –

LETTER FROM THE BOARD

REFRESHMENT OF SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Company on 25 September 2017. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force.

The Company has granted 64,000,000 Options, 62,464,000 Options and 14,336,000 Options on 21 May 2021, 20 January 2022 and 12 April 2022 respectively. As at the Latest Practicable Date, no Options granted had been lapsed or cancelled and 51,840,000 Options were exercised.

The information in relation to the grants of Options since its adoption and the refreshment of the Scheme Mandate Limit as follows:

	From the date of	From the date	From the date
	adoption, 25	of latest	of latest
	September 2017	refreshment of	refreshment of
	to the date of	Scheme Mandate	Scheme Mandate
	refreshment of	Limit, 28 June	Limit, 28 June
	Scheme Mandate	2021 to	2021 to
	Limit, 28 June	the Latest	the Latest
	2021	Practicable Date	Practicable Date
Scheme Mandate Limit
approved	64,000,000	62,464,000	14,336,000
Date of grant	21 May 2021	20 January 2022	12 April 2022
No. of Options granted	64,000,000	62,464,000	14,336,000
Exercise price	HK$0.285	HK$0.1056	HK$0.064
Status of Options granted up
to the Latest Practicable
Date:
— Exercised	12,800,000	39,040,000	Nil
— Cancelled	Nil	Nil	Nil
— Lapsed	Nil	Nil	Nil
— Outstanding	51,200,000	23,424,000	14,336,000

The information in relation to the grants of Options as at the Latest Practicable Date as follows:

		Number of share		Exercise
		options outstanding as		price per
Category of		at the Latest	Exercisable	share
participants	Date of grant	Practicable Date	period	(HK$)
Employees	21 May 2021	51,200,000 (note (i))	3 years	0.285
	20 January 2022	23,424,000 (note (ii))	3 years	0.1056
	12 April 2022	14,336,000 (note (iii))	3 years	0.064

– 6 –

LETTER FROM THE BOARD

Notes:

• (i) The share options have been granted to 8 employees and each of them hold 6,400,000 share options.

• (ii) The share options have been granted to 3 employees and each of them hold 7,808,000 share options.

• (iii) The share options have been granted to 2 employees and each of them hold 7,168,000 share options.

• (iv) As the Company would like to reward these directors and employees’ contribution to the Group in the past, in view of the loss-making position of the Group for the year ended 31 December 2021 and to avoid cash outflow, the Company decided to grant share options to enhance their royalty to the Group through providing an opportunity to have ownership in the Company they work for and let them feel more connected to the business and also the Company.

As at the Latest Practicable Date, a total of 88,960,000 outstanding share options entitle the holders thereof to subscribe for 88,960,000 Shares, representing approximately 9.1% of the number of issued shares.

As at the Latest Practicable Date, there were totally 819,840,000 Shares in issue. Assuming no further Shares are issued or repurchased during the period from the Latest Practicable Date to the AGM, the number of Shares in issue as at the passing of the ordinary resolution will be 819,840,000 Shares. Accordingly it is expected that, upon the approval of the refreshment of the Scheme Mandate Limit at the AGM, and on the assumption that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the ordinary resolution granting the refreshment of the Scheme Mandate Limit will be 819,840,000 and therefore, the refreshed Scheme Mandate Limit under the AGM would be 81,984,000 Shares, representing 10% of the number of shares in issue at the time of passing the ordinary resolution.

As the Scheme Mandate Limit which refreshed on 28 June 2021 is fully utilised as at the Latest Practicable Date, in order to provide the Company with greater flexibility in granting options to any of the following classes of participants (the ‘‘Eligible Participants’’) under the Share Option Scheme as incentives or rewards for their contributions to the Group:

• (a) any employee (whether full-time or part-time, including any executive director but excluding any non-executive director) of our Company or any of our subsidiaries (the ‘‘Subsidiaries’’) (the ‘‘Eligible Employee’’);

• (b) any non-executive director (including independent non-executive directors) of our Company or any Subsidiary;

• (c) any supplier of goods or services to any member of our Group;

• (d) any customer of any member of our Group;

• (e) any person or entity that provides research, development or other technological support to any member of our Group;

– 7 –

LETTER FROM THE BOARD

• (f) any shareholder of any member of our Group or any holder of any securities issued by any member of our Group;

• (g) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of our Group; and

• (h) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement and growth of our Group,

For the avoidance of doubt, the grant of any options by our Company for the subscription of Shares or other securities of our Group to any person who falls within any of the above classes of Eligible Participants shall not, by itself, unless our Directors otherwise determined, be construed as a grant of option under the Share Option Scheme.

There is no requirement on the duration of the relationship with the Company for becoming the Eligible Participants under the Share Option Scheme as the eligibility of any of the Eligible Participants to the grant of options shall be determined by our Directors from time to time on the basis of our Directors’ opinion as to his contribution to the development and growth of our Group.

The assessment criteria of which are:

• (i) his/her potential and/or actual contribution to the business affairs of and benefits to the Group (in terms of, including without limitation, proactively promoting/ catalyzing the continuing development and growth of the Group, and bringing innovation and expertise to the Group), with regard to the quality or importance of services/goods/work provided/supplied/performed or expected to be provided/ supplied/performed by such Eligible Participants to the Group, and the actual or expected change in the Group’s performance which is or may be attributable to the provision/supply/performance of such services/goods/work;

• (ii) his/her potential/actual degree of involvement in and/or cooperation with the Group with regard to the period of engagement/cooperation/business relationship with the Group;

• (iii) initiative and commitment in performing his/her duties; and/or

• (iv) whether he/she is regarded as a valuable human resource of the Group based on his/her work experience, professional qualifications, knowledge in the industry or other relevant factors (including without limitation technical know-how, market competitiveness, synergy between him/her and the Group, external business connections, strategic value, and repute and credibility).

An ordinary resolution as set out in the notice of AGM will be proposed to seek Shareholders’ approval at the AGM to refresh the Scheme Mandate Limit of the Share Option Scheme to 10% of the Shares in issue as at the date of passing of the resolution.

– 8 –

LETTER FROM THE BOARD

Furthermore, in determining the eligibility of the Directors or employees to the grant of Options, the Board also considers factors such as experience, responsibility, workload and time devoted to the Group by such Directors and employees, employment conditions elsewhere in the Group and desirability of performance-based remuneration.

In determining the grant of Options to participants other than the Directors or employees of the Group, the Board will consider factors such as (i) such person’s contribution to the development and performance of the Group (including but not limited to networking and/or business opportunity provided to the Group to maximise the interest of the Group); (ii) the quality of work performed by such person for the Group; (iii) the initiative and commitment of such person in performing his/her duties; (iv) the length of service or contribution of such person to the Group; (v) their work experience, professional qualifications, knowledge in the industry or other relevant factors which could be valuable to the Group; and (vi) such other factors as considered to be applicable by the Board. Consultants and advisers may provide valuable advices to the Group and they can be eligible to the share options in light of such advices.

The Directors is of view that the grant of the Options to the Eligible Participants who are not employees or directors of the Company or any of its subsidiaries would not only align the interest of the Group with these Grantees but also provide incentive and reward for (i) the participation and involvement in promoting the business of the Group; (ii) providing better goods or services to the Group in their capacity; or (iii) maintaining a good and long-term relationship with the Group. The Board believes that through the grant of the Options, such Eligible Participants will have a common goal as the Group in the growth and development of the Group’s business, and they could participate in the future prospect of the Group and share the additional reward through their sustainable contribution. In particular, the grant of the Options will offer incentives for suppliers to offer more economic and quality supplies to the Group, thereby optimising performance efficiency and benefiting the long-term growth of the Group.

As the consultants will have the opportunities to become shareholders of the Company when they exercise the Options, they will be more committed to the success of the Group as their compensation will hinge on the Company’s business and financial performance. In the meantime, the Company also considered that (i) a grant of share Options could provide greater incentives to the consultants in providing more valuable advice to the Group, instead of offering them a fixed sum of consultancy fee; and (ii) there will not be any cash outflow of the Group by granting Options.

Pursuant to the terms of the Share Option Scheme, the maximum number of Shares in respect of which share options may be granted under the Share Option Scheme together with any options outstanding and yet to be exercised under the Share Option Scheme and any other share option schemes of our Company must not exceed 30% (or such higher percentage as may be allowed under the GEM Listing Rules) of the total number of Shares in issue from time to time. No share options shall be granted under any scheme(s) of the Company if this will result in the 30% limit being exceeded.

– 9 –

LETTER FROM THE BOARD

Assuming no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the ordinary resolution granting the refreshment of the Scheme Mandate Limit will be 819,840,000 and therefore, the refreshed Scheme Mandate Limit under the AGM would be 81,984,000 Shares, representing 10% of the number of shares in issue at the time of passing the ordinary resolution, in respect of which options may be granted under the Scheme Mandate Limit as refreshed together with all outstanding options granted and yet to be exercised as at the Latest Practicable Date for an aggregate of 170,944,000 Shares does not exceed the 30% limit as at the Latest Practicable Date.

The Directors consider that it is in the best interest of the Company to refresh the Scheme Mandate Limit to permit the grant of further share options under the Share Option Scheme so as to provide incentives to, and recognise the contributions of, the Group’s employees and other selected grantees.

As at the Latest Practicable Date, the Company has no intention to grant any options to the Group’s employees, directors or other grantees in the coming 12 months under the Scheme Mandate Limit as refreshed.

The adoption of the refreshment of the Scheme Mandate Limit is conditional upon:

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

• (b) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options that may be granted pursuant to the Share Option Scheme under the Scheme Mandate Limit as refreshed.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares, representing 10% of the Shares in issue as at the date of the AGM which may be issued pursuant to the exercise of the share options that may be granted under the refreshed Scheme Mandate Limit.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to grant the Directors the Repurchase Mandate at the AGM.

RE-ELECTION OF DIRECTORS

The Board currently consists of six Directors, namely Mr. Chua Kang Lim (‘‘Mr. KL Chua’’), Ms. Chua Sui Feng (‘‘Ms. SF Chua’’) Ms. Fung Mee Kuen as executive Directors; and Mr. Cheung Wai Kin, Ms. Lo Suet Lai and Ms. Wong Shuk Yee Camilla as independent non-executive Directors.

– 10 –

LETTER FROM THE BOARD

According to Article 84(1), at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

According to Article 83(3), any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his/her appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Ms. SF Chua, shall retire by rotation at the AGM in accordance with Article 84(1). Ms. Fung Mee Kuen, Mr. Cheung Wai Kin, Ms. Lo Suet Lai and Ms. Wong Shuk Yee Camilla shall retire by rotation on the AGM in accordance with Article 83(3). All the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A notice convening the AGM to be held at No 3 Soon Lee Street, #06–03 Pioneer Junction, Singapore 627606 on Monday, 20 June 2022 at 10: 30 a.m. is set out on pages 22 to 26 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the ordinary resolutions in relation to the Issue Mandate (including the extension of the Issue Mandate), the Repurchase Mandate and the re-election of Directors.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, 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 adjournment thereof should you so wish.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all the resolutions set out in the notice of the AGM will be voted by poll.

No Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

– 11 –

LETTER FROM THE BOARD

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.

RECOMMENDATION

The Directors consider the proposed grant of the Issue Mandate (including the extension of the Issue Mandate), the Repurchase Mandate, refreshment of Scheme Mandate Limit and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining shareholders’ entitlements to attend and vote at the AGM, the transfer books and the register of members of the Company will be closed from Wednesday, 15 June 2022 to Monday, 20 June 2022 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the rights to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong no later than 4: 00 p.m. on Tuesday, 14 June 2022.

GENERAL

Your attention is also drawn to the appendices to this circular.

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 C&N Holdings Limited Mr. Chua Kang Lim Chairman

– 12 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 of the GEM Listing Rules, to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution at the AGM to approve the Repurchase Mandate.

1. NUMBER OF SHARES WHICH MAY BE REPURCHASED

As at the Latest Practicable Date, there was a total of 819,840,000 Shares in issue. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 81,984,000 Shares (representing 10% of the total number of issued share as at the date of passing of the resolution) during the period ending on 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, the Companies Law (Revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.

2. REASONS FOR PROPOSED REPURCHASE OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will be only made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

The Repurchase Mandate will only be exercised when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole. The Directors have no present intention to repurchase any Shares.

3. SOURCE OF FUNDS

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company will not repurchase the 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.

– 13 –

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2021) in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company. 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.

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquires, any of their respective close associates (as defined in the GEM Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM.

6. UNDERTAKING

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

7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 the Takeovers Code.

As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders’ interests, could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued capital of the Company. Their respective interest as at the Latest Practicable Date is shown under the column ‘‘Before repurchase’’ while their respective interest in the event that the Directors exercise in full the power to repurchase

– 14 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

Shares in accordance with the terms of the ordinary resolution in relation to the Repurchase Mandate to be proposed at the AGM (and assuming that the issued share capital of the Company remains unchanged up to the date of the AGM) is shown under the column ‘‘After repurchase’’.

			Before	After
		Number of	repurchase	repurchase
Name	Capacity	Shares held	(approx.)	(approx.)
Ventris Global Limited	Beneficial owner	58,205,000 (L)	7.10%	7.89%
	(Note 1)
Mr. Chua Kang Lim	Interest of a	64,605,000 (L)	7.88%	8.76%
	controlled
	corporation
	(Note 1)
Dai Wangfei	Beneficial owner	79,000,000 (L)	9.64%	10.71%
Wang Hufei	Beneficial owner	209,435,000 (L)	25.55%	28.38%

• (L) = long position of the Shares.

Note:

1. Ventris Global Limited is beneficially owned as to 100% by Mr. KL Chua. Under the SFO, Mr. KL Chua is deemed to be interested in the Shares held by Ventris Global Limited. Mr. KL Chua is one of our Controlling Shareholders and an executive Director.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, 466,800,000 Shares, i.e. 56.93% interest, is held by the public. In the event that the Repurchase Mandate was exercised in full, the interest of the public would be decreased from approximately 56.93% to approximately 52.15%.

In the event that the Repurchase Mandate was exercised in full, the interest of Ventris Global Limited would be increased from approximately 7.10% to approximately 7.89%. On the basis of the aforesaid increase of shareholding held by Ventris Global Limited, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. Moreover, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

– 15 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

As at the Latest Practicable Date, the Directors had no intention to exercise the Repurchase Mandate which may result in the number of the issued Shares in the hands of public falling below the minimum prescribed percentage of 25% as required by the GEM Listing Rules.

8. SHARES REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the previous six months preceding the Latest Practicable Date.

9. CORE CONNECTED PERSON

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

10. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2021
April	0.310	0.153
May	0.335	0.118
June	0.165	0.096
July	0.145	0.103
August	0.193	0.134
September	0.149	0.121
October	0.132	0.114
November	0.135	0.120
December	0.124	0.103
2022
January	0.117	0.092
February	0.107	0.096
March	0.096	0.055
April	0.065	0.047
May (up to the Latest Practicable Date)	0.063	0.045

– 16 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Detail of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

MS. CHUA SUI FENG (‘‘MS. SF CHUA’’)

Executive Director

Ms. SF Chua, aged 42, was appointed as our Director on 10 February 2017 and redesignated as our executive Director on 24 March 2017. She joined our Group in May 2003 and has over 17 years of experience in the transport and storage industry. Ms. SF Chua is responsible for overall management of daily operations and business development of our Group. Prior to working in the transport and storage industry, Ms. SF Chua had worked as an assistant IT architect of Commerce Exchange Pte Ltd from May 2000 to November 2000. Ms. SF Chua obtained a Diploma in Multimedia Computing from Ngee Ann Polytechnic in August 2000. Ms. SF Chua subsequently graduated from the Queensland University of Technology, with a Bachelor of Information Technology in February 2002.

Ms. SF Chua was the owner of the sole proprietorship Kin Marine which was principally engaged in marine IT services and terminated on 27 August 2012 due to cessation of business. There are no outstanding claims or liabilities against Ms. SF Chua in connection with this sole proprietorship that was terminated and this sole proprietorship was solvent at the time it was terminated.

Ms. SF Chua is the daughter of Mr. Chua Kang Lim, our Executive Director. Ms. SF Chua is also the younger sister of Ms. Chua Shu Hui, our Purchasing and Human Resources Director.

A service contract has been entered into between the Company and Ms. SF Chua. Ms. SF Chua was appointed for an initial term of three year which will continue thereafter until terminated by not less than three months’ notice in writing sent by either party to the other. Her appointment is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association.

The annual remuneration of Ms. SF Chua is S$137,000 which was determined by the Board with reference to the prevailing market conditions and her roles and responsibilities within the Company.

Save as disclosed above, Ms. SF Chua does not have, and is not deemed to have any interests, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Saved as disclosed above, Ms. SF Chua does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the last three years immediately preceding the date of this circular; (iii) have any other major appointments and professional qualifications; and (iv) have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

– 17 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Save as disclosed above, there are no other matters concerning Ms. SF Chua that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. SF Chua that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

MS. FUNG MEE KUEN (‘‘MS. FUNG’’)

Executive Director

Ms. Fung, aged 61, was appointed as our executive Director on 29 September 2021. Ms. Fung has over 20 years’ experience in sales and marketing, management and finance industry. She is experienced in financial investment and human resources management. She was a senior management of a sizable finance company which responsible for the risk management, business development, finance and internal control.

An appointment letter has been entered into between the Company and Ms. Fung. Ms. Fung was appointed for an initial term of three years which will continue thereafter until terminated by not less than one month’s notice in writing sent by either party to the other. Her appointment is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association.

The annual remuneration of Ms. Fung is HK$120,000 which was determined by the Board with reference to the prevailing market conditions and her roles and responsibilities within the Company.

Save as disclosed above, Ms. Fung does not have, and is not deemed to have any interests, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Saved as disclosed above, Ms. Fung does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the last three years immediately preceding the date of this circular; (iii) have any other major appointments and professional qualifications; and (iv) have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Save as disclosed above, there are no other matters concerning Ms. Fung that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Fung that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

– 18 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

MR. CHEUNG WAI KIN (‘‘MR. CHEUNG’’)

Independent Non-Executive Director

Mr. Cheung, aged 39, was appointed as our independent non-executive Director on 23 August 2021. Mr. Cheung is a member of the Hong Kong Institute of Certified Public Accountants and he has over 14 years accounting and auditing experience. Since 27 September 2017, Mr. Cheung has been appointed as the independent non-executive director of Capital VC Limited (Stock Code: 2324), securities of which are listed on the main board of the Stock Exchange.

An appointment letter has been entered into between the Company and Mr. Cheung. Mr. Cheung was appointed for an initial term of one year which will continue thereafter until terminated by not less than one month’s notice in writing sent by either party to the other. His appointment is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association.

The annual remuneration of Mr. Cheung is HK$120,000 which was determined by the Board with reference to the prevailing market conditions and his roles and responsibilities within the Company.

Save as disclosed above, Mr. Cheung does not have, and is not deemed to have any interests, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Saved as disclosed above, Mr. Cheung does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the last three years immediately preceding the date of this circular; (iii) have any other major appointments and professional qualifications; and (iv) have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Save as disclosed above, there are no other matters concerning Mr. Cheung that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Cheung that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

– 19 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

MS. LO SUET LAI (‘‘MS. LO’’)

Independent Non-Executive Director

Ms. Lo, aged 33, was appointed as our independent non-executive Director on 29 September 2021. Ms. Lo graduated from Hong Kong Shue Yan University with Bachelor of Commerce (Honours) in Accounting. Prior to joining the Group, Ms. Lo worked in two international accounting firms in Hong Kong and the accounting work in Wanjia Group Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 401). Ms. Lo is presently acting as a director in a Hong Kong private consultancy company. She has years of accounting and auditing experiences. Since 12 September 2016, Ms. Lo has been appointed as the independent non-executive director of China e-Wallet Payment Group Limited (Stock Code: 802), securities of which are listed on the Main Board of the Stock Exchange.

An appointment letter has been entered into between the Company and Ms. Lo. Ms. Lo was appointed for an initial term of one year which will continue thereafter until terminated by not less than one month’s notice in writing sent by either party to the other. Her appointment is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association.

The annual remuneration of Ms. Lo is HK$120,000 which was determined by the Board with reference to the prevailing market conditions and her roles and responsibilities within the Company.

Save as disclosed above, Ms. Lo does not have, and is not deemed to have any interests, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Saved as disclosed above, Ms. Lo does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the last three years immediately preceding the date of this circular; (iii) have any other major appointments and professional qualifications; and (iv) have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Save as disclosed above, there are no other matters concerning Ms. Lo that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Lo that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

– 20 –

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

MS. WONG SHUK YEE CAMILLA (‘‘MS. WONG’’)

Independent Non-Executive Director

Ms. Wong, aged 51, was appointed as our independent non-executive Director on 26 January 2022. Ms. Wong graduated from The University of Birmingham with Master of Social Science (Money Banking and Finance). Ms. Wong has over 12 years of financial planning and management experiences. She is the member of The Chinese Institute of Certified Financial Planners and Institute of Financial Planners of Hong Kong and she also qualified as Life Underwriter Training Council Fellow.

An appointment letter has been entered into between the Company and Ms. Wong. Ms. Wong was appointed for an initial term of one year which will continue thereafter until terminated by not less than one month’s notice in writing sent by either party to the other. Her appointment is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association.

The annual remuneration of Ms. Wong is HK$72,000 which was determined by the Board with reference to the prevailing market conditions and her roles and responsibilities within the Company.

Save as disclosed above, Ms. Wong does not have, and is not deemed to have any interests, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, Ms. Wong does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the last three years immediately preceding the date of this circular; (iii) have any other major appointments and professional qualifications; and (iv) have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Save as disclosed above, there are no other matters concerning Ms. Wong that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Wong that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

– 21 –

NOTICE OF AGM

C&N Holdings Limited 春 能 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8430)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the ‘‘AGM’’) of C&N Holdings Limited (the ‘‘Company’’) will be held at No 3 Soon Lee Street, #06–03 Pioneer Junction, Singapore 627606 on Monday, 20 June 2022 at 10: 30 a.m., for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the ‘‘Directors’’) and auditors of the Company for the year ended 31 December 2021.

2. (a) To re-elect Ms. Chua Sui Feng as executive Director;

3. (b) To re-elect Ms. Fung Mee Kuen as executive Director;

4. (c) To re-elect Mr. Cheung Wai Kin as independent non-executive Director;

5. (d) To re-elect Ms. Lo Suet Lai as independent non-executive Director;

6. (e) To re-elect Ms. Wong Shuk Yee Camilla as independent non-executive Director; and

7. (f) To authorise the board of Directors to fix the Directors’ remuneration.

8. To re-appoint McMillan Woods (Hong Kong) CPA Limited as the auditors of the Company and to authorise the board of Directors to fix its remuneration.

9. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) below, pursuant to the Rules (the ‘‘GEM Listing Rules’’) Governing the Listing of Securities on GEM operated by The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the ‘‘Shares’’) and to make or grant offers, agreements and options

• For identification purposes only

– 22 –

NOTICE OF AGM

(including warrants, bonds and debentures convertible into shares of the Company), which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company), which 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 options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under a share option scheme of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (aa) 20 per cent. of the total number of issued Shares on the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of issued Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of issued Shares on the date of the passing of resolution no. 5), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of 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, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and

– 23 –

NOTICE OF AGM

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

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).’’

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose under the Hong Kong Code on Share Buy-backs, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the total number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution,

• ‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

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

– 24 –

NOTICE OF AGM

• (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, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors by this resolution.’’

• To consider and, if thought fit, pass the following resolution as an ordinary resolution:

‘‘THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the addition thereto of a number representing the aggregate number of shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such number shall not exceed 10% of the total number of the issued Shares of the Company as at the date of passing of this resolution.’’

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

‘‘THAT: subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of share options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the existing limit on the grant of share options under the share option scheme adopted by the Company on 25 September 2017 (the ‘‘Share Option Scheme’’) be refreshed provided that the total number of Shares which may be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other schemes of the Company (excluding share options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other scheme(s) of the Company), shall not exceed 10% of the number of Shares of the Company in issue as at the date of the passing of this resolution (the ‘‘Refreshed Scheme Mandate Limit’’) and the Directors be and are hereby authorised to do

– 25 –

NOTICE OF AGM

such acts and things and execute such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the Refreshed Scheme Mandate Limit and to grant share options up to the Refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such share options.’’

By order of the Board C&N Holdings Limited Chua Kang Lim Chairman

Hong Kong, 13 May 2022

Registered office: Head office and principal place of business Cricket Square, Hutchins Drive in Hong Kong: P.O. Box 2681 21st Floor, CMA Building Grand Cayman KY1-1111 64 Connaught Road Central, Cayman Islands Hong Kong

As at the date of this notice, the board of Directors consists of six Directors, namely Mr. Chua Kang Lim, Ms. Chua Sui Feng and Ms. Fung Mee Kuen as executive Directors; and Mr. Cheung Wai Kin, Ms. Lo Suet Lai and Ms. Wong Shuk Yee Camilla as independent nonexecutive Directors.

Notes:

1. A member entitled to attend and vote at the AGM, is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the relevant joint holding.

3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time for the holding of the AGM or adjourned meeting (as the case may be), and in default thereof the form of proxy shall not be treated as valid.

4. With respect to resolution numbered 2 of this notice, details of the retiring Directors standing for reelection are set out in the circular of the Company dated 13 May 2022.

5. For the purpose of determining shareholders’ entitlements to attend and vote at the AGM, the transfer books and the register of members of the Company will be closed from Wednesday, 15 June 2022 to Monday, 20 June 2022 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the right to attend and vote at the AGM, all transfers accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong no later than 4: 00 p.m. on Tuesday, 14 June 2022.

– 26 –