Confidence Intelligence Holdings Limited — AGM Information 2020

Apr 23, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Confidence Intelligence Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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.

CONFIDENCE INTELLIGENCE HOLDINGS LIMITED 信懇智能控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1967)

PROPOSALS FOR

(1) ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF DIRECTORS AND AUDITORS, (2) RE-ELECTION OF RETIRING DIRECTORS, (3) RE-APPOINTMENT OF AUDITORS,

(4) GENERAL MANDATES TO ISSUE SHARES, (5) BUY-BACK SHARES, AND

(6) EXTENSION MANDATE

AND NOTICE OF 2020 ANNUAL GENERAL MEETING

A notice convening the 2020 annual general meeting of the Company (the “ 2020 AGM ”) to be held at No. 7 Building, New Development Zone, Baishixia, Fuyong Street, Bao’an District, Shenzhen on Friday, 29 May 2020 at 11:00 a.m. is set out on pages 24 to 29 of this circular.

Whether or not you are able to attend the 2020 AGM in person, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours (i.e. 11:00 a.m. on Wednesday, 27 May 2020) before the time appointed for holding the 2020 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 2020 AGM or any adjournment thereof should you so wish.

24 April 2020

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1)	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2)	Resolution (1) Adoption of the audited consolidated financial statements
	and the Reports of the Directors and the Auditors for
	the year ended 31 December 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3)	Resolution (2) Re-election of retiring Directors. . . . . . . . . . . . . . . . . . . . . . . .	5
4)	Resolution (3) Re-appointment of the Auditors . . . . . . . . . . . . . . . . . . . . . . . .	7
5)	Proposed Issue Mandate, Repurchase Mandate and Extension Mandate . . . . .	8
6)	Closure of the Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7)	2020 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8)	Responsibility of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
9)	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
10)	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
**Appendix **	I — Particulars of Retiring Directors for Re-election. . . . . . . . . .	12
**Appendix **	II — Explanatory Statement for the Repurchase Mandate . . . . . .	20
**Notice of **	2020 Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24

– i –

DEFINITIONS

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

• “2019 Annual Report”

• the annual report of the Company for the financial year ended 31 December 2019 despatched to the Shareholders on 24 April 2020

• “2020 AGM”

• the 2020 annual general meeting of the Company to be held at No. 7 Building, New Development Zone, Baishixia, Fuyong Street, Bao’an District, Shenzhen on Friday, 29 May 2020 at 11:00 a.m. or any adjournment thereof

• “Articles of Association” the articles of association of the Company currently in force

• “associate(s)” has the same meaning defined in the Listing Rules

• “Audit Committee” the audit committee of the Board

• “Auditors” the auditor of the Company

• “Board” the board of Directors

• “close associate(s)” has the meaning defined in the Listing Rules

• “Company”

Confidence Intelligence Holdings Limited 信懇智能控股 有限公司, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1967)

• “connected person(s)” has the meaning defined in the Listing Rules

• “controlling shareholder” has the meaning defined in the Listing Rules

• “core connected person(s)” has the meaning defined in the Listing Rules

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

“Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

– 1 –

DEFINITIONS

“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 PRC

“Issue Mandate”

• a general and unconditional mandate proposed to be granted at the 2020 AGM to Directors to exercise all the powers of the Company to allot, issue and deal with Shares up to 20% of the number of issued Shares as at the date of passing such resolution

“Latest Practicable Date”

Friday, 17 April 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• “Listing Date”

• 18 October 2019

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

“New Trive (BVI)” New Trive Limited, a company incorporated in BVI on 2 January 2019 with limited liability and a direct wholly-owned subsidiary of our Company “New Trive (HK)” New Trive (HK) Limited (新銳志(香港)有限公司), a company incorporated in Hong Kong on 7 January 2019 with limited liability and an indirect wholly-owned subsidiary of our Company “Nomination Committee” the nomination committee of the Board

“PRC” the People’s Republic of China

• “Repurchase Mandate” a general and unconditional repurchase mandate proposed to be granted at the 2020 AGM to the Directors to exercise all the powers of the Company to repurchase Shares up to 10% of the number of issued Shares as at the date of passing such resolution

“SFO”

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

“Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company

– 2 –

DEFINITIONS

“Shareholder(s)”

• “Shenzhen Confidence”

• “Stock Exchange”

• “substantial shareholder”

• “Takeovers Code”

• “Xinzhi (Shenzhen)”

“%”

the holder(s) of the Share(s)

Shenzhen Confidence Intelligence Electronic Co., Ltd. (深圳信懇智能電子有限公司) (formerly known as Shenzhen Confidence Industries Co. Ltd. (深圳市信懇實 業有限公司)), a company established under the laws of the PRC with limited liability on 23 March 2000 and an indirect wholly-owned subsidiary of the Company which was converted to Shenzhen Confidence Intelligence Electronic Co., Ltd. (a joint stock company with limited liability)* (深圳市信懇智能電子股份有限公司) on 2 December 2015 and listed on NEEQ on 10 May 2016. It was subsequently delisted on 4 December 2018 and converted to a limited liability company on 18 December 2018

The Stock Exchange of Hong Kong Limited

has the meaning defined in the Listing Rules

the Hong Kong Code on Takeovers and Mergers

Xinzhi (Shenzhen) Electronic Co., Ltd.* (信智(深圳)電子 有限公司), a company established under the laws of the PRC with limited liability on 8 March 2019 and an indirect wholly-owned subsidiary of the Company

per cent

– 3 –

LETTER FROM THE BOARD

CONFIDENCE INTELLIGENCE HOLDINGS LIMITED 信懇智能控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1967)

Executive Directors: Mr. Li Hao (Chairman) Mr. Zhang Bizhong Mr. Xu Shizhen

Non-executive Director:

Registered office in Cayman Islands: P.O. Box 1350 Clifton House 75 Fort Street Grand Cayman, KY1-1108 Cayman Islands

Mr. Yuan Shuntang

Principal place

Independent Non-executive Directors:

Mr. Chen Zhong Mr. Wong Chun Sek Edmund Mr. Wu Tai Cheung

of business in Hong Kong:

Room A, 12th Floor Granville House 41C Granville Road Tsim Sha Tsui, Kowloon Hong Kong

24 April 2020

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

• (1) ADOPTION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF DIRECTORS AND AUDITORS, (2) RE-ELECTION OF RETIRING DIRECTORS, (3) RE-APPOINTMENT OF AUDITORS,

• (4) GENERAL MANDATES TO ISSUE SHARES, (5) BUY-BACK SHARES, AND (6) EXTENSION MANDATE AND

• NOTICE OF 2020 ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the 2020 AGM and to provide you with details of the resolutions to be proposed at the 2020 AGM relating to:

• (a) the adoption of the audited consolidated financial statements and the Reports of the Directors and the Auditors for the year ended 31 December 2019;

– 4 –

LETTER FROM THE BOARD

• (b) the proposed re-election of the retiring Directors;

• (c) the proposed re-appointment of the Auditors;

• (d) the granting of the Issue Mandate to the Directors;

• (e) the granting of the Repurchase Mandate to the Directors; and

• (f) the granting of the Extension Mandate to the Directors.

2. RESOLUTION (1) ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2019

The audited consolidated financial statements of the Company for the year ended 31 December 2019 together with the Reports of the Directors and the Auditors, are set out in the 2019 Annual Report which will be sent to the Shareholders together with this circular. The 2019 Annual Report may be viewed and downloaded from the Company’s website ( www.szxinken.com ) and the Hong Kong Exchanges and Clearing Limited’s website ( www.hkexnews.hk ). The audited consolidated financial statements have been reviewed by the Audit Committee.

3. RESOLUTION (2) RE-ELECTION OF RETIRING DIRECTORS

The Board currently comprises three Executive Directors, namely Mr. Li Hao (chairman of the Board and chief executive officer of the Company), Mr. Zhang Bizhong and Mr. Xu Shizhen; one Non-executive Director, namely Mr. Yuan Shuntang; and three Independent Non-executive Directors, namely Mr. Chen Zhong, Mr. Wong Chun Sek Edmund and Mr. Wu Tai Cheung.

Pursuant to Article 108(a) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to the retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.

Articles 112 of the Articles of Association provides that the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director. 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.

– 5 –

LETTER FROM THE BOARD

Pursuant to Articles 108(a) and 112 of the Articles of Association, Mr. Li Hao, Mr. Zhang Bizhong, Mr. Xu Shizhen, Mr. Yuan Shuntang, Mr. Chen Zhong, Mr. Wong Chun Sek Edmund and Mr. Wu Tai Cheung will retire and, being eligible, offer themselves for re-election at the 2020 AGM.

The re-election of Directors has been reviewed by the Nomination Committee which recommended to the Board that the re-election be proposed for Shareholders’ approval at the 2020 AGM. The nominations were made in accordance with the Nomination Policy of the Company and the objective criteria for the nominations including but not limited to, race, gender, age, cultural and educational background, professional qualification, skills, knowledge, industry experience and length of service, with due regard for the benefits of diversity as set out under the Board Diversity Policy of the Company.

In recommending each of Mr. Li Hao, Mr. Zhang Bizhong and Mr. Xu Shizhen to stand for re-election as an Executive Director, Mr. Yuan Shuntang to stand for re-election as a Non-executive Director and Mr. Chen Zhong, Mr. Wong Chun Sek Edmund and Mr. Wu Tai Cheung to stand for re-election as an Independent Non-executive Director, the Nomination Committee has considered the following backgrounds and attributes of the nominees concerned:

• (a) Mr. Li Hao has over 20 years of experience in the electronic engineering and manufacturing industry;

• (b) Mr. Zhang Bizhong has over 25 years of experience in the electronic engineering and manufacturing industry;

• (c) Mr. Xu Shizhen has substantial experience in corporate finance and accounting. He obtained a diploma in finance and accounting from Wuhan University of Technology (formerly known as Wuhan Automotive Polytechnic University) in July 1996;

• (d) Mr. Yuan Shuntang has substantial experience in strategic planning of the Group. He obtained a diploma in industrial electrical automation from Wuhan University of Science and Technology (formerly known as Wuhan Institute of Metallurgy) in July 1993;

• (e) Mr. Chen Zhong is a professor and lecturer of the Faculty of Electronic Science in Xiamen University. He obtained a Bachelor’s degree in Radio Physics, a Master’s degree in Science and a Doctorate degree in Science from Xiamen University in July 1985, August 1988 and February 1993 respectively;

• (f) Mr. Wong Chun Sek Edmund has more than 10 years of experience in accounting, taxation and auditing. He is a member of the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Accountants in England and Wales, the Association of Chartered Certified Accountants of the United Kingdom, the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administration; and

– 6 –

LETTER FROM THE BOARD

• (g) Mr. Wu Tai Cheung has over 35 years of experience in accounting and corporate finance. He is a member of the Hong Kong Institute of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants), fellow member of the Association of Chartered Certified Accountants, associate member of the Taxation Institute of Hong Kong, the Hong Kong Institute of Chartered Secretaries and Institute of Chartered Secretaries and Administrators.

The Nomination Committee considered that in view of their diverse and different educational backgrounds and professional knowledge and experience in the respective fields of business management, sales and marketing, and accounting and finance as mentioned above and as set out in Appendix I to this circular, the appointment of Mr. Li Hao, Mr. Zhang Bizhong, Mr. Xu Shizhen, Mr. Yuan Shuntang, Mr. Chen Zhong, Mr. Wong Chun Sek Edmund and Mr. Wu Tai Cheung as Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Company’s business.

The Nomination Committee has also assessed the independence of all the Independent Non-executive Directors. All the Independent Non-executive Directors satisfy the Independence Guidelines set out in the Listing Rules and has provided to the Company annual written confirmations of their independence.

At the 2020 AGM, an ordinary resolution will be proposed to re-elect each of Mr. Li Hao, Mr. Zhang Bizhong and Mr. Xu Shizhen as Executive Directors, Mr. Yuan Shuntang as Non-executive Director and each of Mr. Chen Zhong, Mr. Wong Chun Sek Edmund and Mr. Wu Tai Cheung as Independent Non-executive Directors.

Details of the above mentioned retiring Directors who are subject to re-election at the 2020 AGM are set out in Appendix I to this circular.

4. RESOLUTION (3) RE-APPOINTMENT OF THE AUDITORS

PricewaterhouseCoopers will retire as the Auditors of the Company at the 2020 AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the Audit Committee, proposed to re-appoint PricewaterhouseCoopers as the Auditors of the Company and to hold office until the conclusion of the 2021 annual general meeting of the Company.

– 7 –

LETTER FROM THE BOARD

5. PROPOSED ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

By written resolutions of the then Shareholders passed on 20 September 2019, a general mandate was given to the Directors to exercise the powers of the Company to:

• (a) allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue immediately following the completion of the public offer and placing of the Company’s shares (the “ Share Offer ”) and the capitalisation issue;

• (b) repurchase Shares up to 10% of the total number of Shares in issue immediately following the completion of the Share Offer and the capitalisation issue; and

• (c) extend to the general mandate to allot, issue and deal with Shares pursuant to paragraph (a) above to include the aggregate number of Shares which may be repurchased pursuant to paragraph (b) above.

The above general mandates will expire at the conclusion of the 2020 AGM and the purpose of this circular is to request the approval of the Shareholders to renew the general mandate as referred to in paragraphs (a), (b) and (c) above in the 2020 AGM to be held on 29 May 2020.

Issue Mandate

At the 2020 AGM, an ordinary resolution will be proposed to grant to the Directors a new general and unconditional mandate to allot, issue and otherwise deal with the aggregate number of Shares up to 20% of the issued Shares as at the date of the passing of the proposed resolution (the “ Issue Mandate ”).

As at the Latest Practicable Date, the Company had 250,000,000 Shares in issue. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares will be allotted and issued or repurchased prior to the date of the 2020 AGM, the Directors would be authorised to allot, issue and otherwise deal with a maximum of 50,000,000 Shares under the Issue Mandate.

Repurchase Mandate

At the 2020 AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares on the Stock Exchange of an aggregate number of Shares up to 10% of the issued Shares as at the date of granting of the Repurchase Mandate (the “ Repurchase Mandate ”).

– 8 –

LETTER FROM THE BOARD

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are allotted, issued or repurchased between the Latest Practicable Date and the date of the 2020 AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 25,000,000 Shares.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

Extension Mandate

In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2020 AGM to authorise the Directors to extend the Issue Mandate to allot and issue Shares by an amount of Shares representing the aggregate number of Shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares of the Company as at the date of passing the resolution for approving the Repurchase Mandate (the “ Extension Mandate ”).

The Issue Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the 2020 AGM; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the applicable laws of the Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The Directors have no present intention to exercise the Issue Mandate, the Repurchase Mandate and the Extension Mandate (if granted to the Directors at the 2020 AGM).

6. CLOSURE OF THE REGISTER OF MEMBERS

The 2020 AGM will be held on Friday, 29 May 2020 at 11:00 a.m. For determining the entitlement to attend and vote at the 2020 AGM, the register of members of the Company will be closed from Tuesday, 26 May 2020 to Friday, 29 May 2020, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the 2020 AGM, unregistered holders of the Shares should ensure that all share transfer forms accompanied by the relevant share certificates must be lodged with Tricor Investor Services Limited, the Company’s branch share registrar and transfer office in Hong Kong, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 25 May 2020.

– 9 –

LETTER FROM THE BOARD

7. 2020 AGM

A notice convening the 2020 AGM is set out on pages 24 to 29 of this circular. The 2020 AGM will be held at No. 7 Building, New Development Zone, Baishixia, Fuyong Street, Bao’an District, Shenzhen on Friday, 29 May 2020 at 11:00 a.m., for the purpose of considering and, if thought fit, approving the resolutions as set out therein.

Article 79 of the Articles of Association provides that on a poll, every Shareholder present in person or by proxy shall have one vote for every Share of which he is the holder which is fully paid or credited as fully paid. An announcement on the poll vote results will be made by the Company after the 2020 AGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the 2020 AGM is also enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, and in any event not later than 48 hours (i.e. 11:00 a.m. on Wednesday, 27 May 2020) before the time appointed for holding the 2020 AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the 2020 AGM or any adjournment thereof should you so wish.

8. RESPONSIBILITY OF THE DIRECTORS

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

9. RECOMMENDATION

At the 2020 AGM, ordinary resolutions will be proposed to approve, among other matters, the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; the re-election of retiring Directors and the re-appointment of Auditors.

The Directors believe that the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of Directors and the re-appointment of the Auditors are in the best interests of the Company and the Shareholders. The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company. The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net

– 10 –

LETTER FROM THE BOARD

asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that such buy-back of Shares will benefit the Company and the Shareholders. An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and/or gearing position of the Company. The Directors do not, however, intend to make any buy-back in circumstances that would have a material adverse impact on the working capital requirements or the gearing levels of the Company. Accordingly, the Directors recommend that Shareholders vote in favour of all resolutions to be proposed at the 2020 AGM.

10. GENERAL INFORMATION

In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

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

Yours faithfully, By order of the Board Confidence Intelligence Holdings Limited Li Hao Chairman

– 11 –

PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX I

The biographical details of the retiring Directors eligible for re-election at the 2020 AGM are set out as follows:

EXECUTIVE DIRECTORS

Mr. Li Hao (李浩), aged 48, is an Executive Director, Chairman of the Board and Chief Executive Officer of the Company and the cousin of Mr. Xu Shizhen. Mr. Li joined the Group in March 2000 and has over 20 years of experience in the electronic engineering and manufacturing industry. He is primarily responsible for the overall strategic planning and business development and overseeing the daily operation of the Group. Mr. Li obtained his diploma in industrial electrical automation from Wuhan University of Science and Technology (formerly known as Wuhan Institute of Metallurgy) in July 1993. He further completed a top-up degree in electronic and information technology from University of Electronic Science and Technology of China in January 2019 through online studies. Prior to founding the Group, Mr. Li worked as a sales manager in Shenzhen International Business Data Co., Ltd (深圳國際商業數據有限公司), a data input service provider, from July 1993 to March 1996 and a sales manager in Shenzhen Tefa Songli Electronic Industry Co., Ltd. (深圳特發松立電子實業有限公司), an electronic products manufacturer, from April 1996 to July 1998. He then worked in Shenzhen Bolinshijia Modern Households Co., Ltd. (深圳市柏林世家現代家居用品有限公司) (formerly known as Shenzhen Xinwei Industry Co., Ltd. (深圳市信維實業有限公司)), a household products trader, as a deputy general manager from August 1998 to February 2000. He has been the director and general manager of Shenzhen Confidence and Xinzhi (Shenzhen) since March 2000 and March 2019, respectively. He has also been the director of Confidence Intelligence, Inc., New Trive (BVI) and New Trive (HK) since April 2017, January 2019 and January 2019, respectively.

Mr. Li Hao has entered into a service agreement with the Company as Executive Director for a period of three years commencing from the Listing Date and will continue thereafter. Mr. Li Hao is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Li Hao is entitled to an annual remuneration of RMB777,000 (excluding payment pursuant to any discretionary benefits or bonus, granting of share options or other fringe benefits) payable by the Company. Mr. Li’s remuneration is recommended by the Remuneration Committee and approved by the Board at its absolute discretion, a discretionary bonus, the amount of which is determined with reference to the operating results of the Group and his performance. His appointment is subject to the provisions of retirement by rotation of Directors under the Articles of Association.

Saved as disclosed above, (i) Mr. Li Hao has not held any other directorships in any public companies which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) Mr. Li Hao has not held any other positions in the Company and other members of the Group; and (iii) Mr. Li Hao does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed on page 22 of this circular, as at the Latest Practicable Date, Mr. Li Hao did not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.

– 12 –

PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX I

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Li Hao’s re-election.

Mr. Zhang Bizhong (張必鍾), aged 54, is an Executive Director of the Company. Mr. Zhang joined the Group in February 2002 and has over 25 years of experience in the electronic engineering and manufacturing industry. He is primarily responsible for overseeing sales and operations of the Group. Mr. Zhang obtained his diploma in physics from Zhejiang Normal University in July 1988. Prior to joining the Group, Mr. Zhang worked as a production engineer in Lianguang Electronics and Plastics (Shenzhen) Co., Ltd (聯光電子塑膠(深圳)有限公司), an electronic products manufacturer, from February 1990 to August 1992. He then joined Shenzhen Dinghan Electronics Technology Co., Ltd. (深圳鼎漢電子技術有限公司), an electronic technology service provider, as a production manager from September 1992 to October 1995. He then worked in Shenzhen Bao’an Tongbang Electronics Co., Ltd.* (深圳市寶安桐邦電子有限公 司), a PCBA manufacturer, as a factory head from November 1995 to February 2002. He has been the deputy general manager of Shenzhen Confidence since February 2002 and has been appointed as a director since December 2015.

Mr. Zhang Bizhong has entered into a service agreement with the Company as Executive Director for a period of three years commencing from the Listing Date and will continue thereafter. Mr. Zhang Bizhong is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Zhang Bizhong is entitled to an annual remuneration of RMB682,000 (excluding payment pursuant to any discretionary benefits or bonus, granting of share options or other fringe benefits) payable by the Company. Mr. Zhang’s remuneration is recommended by the Remuneration Committee and approved by the Board at its absolute discretion, a discretionary bonus, the amount of which is determined with reference to the operating results of the Group and his performance. His appointment is subject to the provisions of retirement by rotation of Directors under the Articles of Association.

Saved as disclosed above, (i) Mr. Zhang Bizhong has not held any other directorships in any public companies which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) Mr. Zhang Bizhong has not held any other positions in the Company and other members of the Group; and (iii) Mr. Zhang Bizhong does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed on page 22 of this circular, as at the Latest Practicable Date, Mr. Zhang Bizhong did not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Zhang Bizhong’s re-election.

– 13 –

PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX I

Mr. Xu Shizhen (許世真), aged 46, is an Executive Director and the Chief Financial Officer of the Company and the cousin of Mr. Li Hao. Mr. Xu joined our Group in March 2000 and is primarily responsible for the overall financial, accounting, administration and secretarial affairs of the Group. Mr. Xu obtained his diploma in finance and accounting from Wuhan University of Technology (formerly known as Wuhan Automotive Polytechnic University) in July 1996. Prior to joining the Group, Mr. Xu worked as a sales manager in Shenzhen Tefa Songli Electronic Industry Co., Ltd (深圳市特發松立電子實業有限公司), an electronic products manufacturer, from September 1996 to December 1998. He then joined Shenzhen Suzhu Co., Ltd. (深圳市塑住有限公司) as a purchasing manager from January 1999 to January 2000. He has been the chief financial officer of Shenzhen Confidence since March 2000 and has been appointed as a director, financial controller and secretary of the Board since December 2015. He has also been the supervisor of Xinzhi (Shenzhen) since March 2019.

Mr. Xu Shizhen has entered into a service agreement with the Company as Executive Director for a period of three years commencing from the Listing Date and will continue thereafter. Mr. Xu Shizhen is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Xu Shizhen is entitled to an annual remuneration of RMB633,000 (excluding payment pursuant to any discretionary benefits or bonus, granting of share options or other fringe benefits) payable by the Company. Mr. Xu’s remuneration is recommended by the Remuneration Committee and approved by the Board at its absolute discretion, a discretionary bonus, the amount of which is determined with reference to the operating results of the Group and his performance. His appointment is subject to the provisions of retirement by rotation of Directors under the Articles of Association.

Saved as disclosed above, (i) Mr. Xu Shizhen has not held any other directorships in any public companies which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) Mr. Xu Shizhen has not held any other positions in the Company and other members of the Group; and (iii) Mr. Xu Shizhen does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Xu Shizhen did not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Xu Shizhen’s re-election.

NON-EXECUTIVE DIRECTOR

Mr. Yuan Shuntang (袁順唐), aged 47, is a Non-executive Director of the Company. He is primarily responsible for providing strategic advice to the business development of the Group. Mr. Yuan obtained his diploma in industrial electrical automation from Wuhan University of Science and Technology (formerly known as Wuhan Institute of Metallurgy) in July 1993. Mr. Yuan worked as a sales engineer in Shenzhen Tianyuan Finance Electronics Co., Ltd* (深圳天元

– 14 –

PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX I

金融電子有限公司), an electronic products wholesaler, from September 1993 to June 1995 and joined Yantian International Container Terminals Limited (鹽田國際集裝箱碼頭有限公司), a logistic company, as an operation manager from August 1995 to October 2002. He then worked in Shenzhen Haoyang Logistics Co., Ltd. (深圳市浩洋貨運有限公司), a logistics company, as a sales manager from November 2002 to August 2005. Since September 2005, Mr. Yuan served as the general manager of Shenzhen Highway Sender International Transport Co., Ltd.* (深圳市海 威順達國際貨運代理有限公司), a logistics agency, where he was responsible for strategic planning and overseeing the overall operation management of the company.

Mr. Yuan Shuntang has entered into a letter of appointment with the Company as Non-executive Director for a period of two years commencing from the Listing Date. Mr. Yuan Shuntang is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Yuan Shuntang is entitled to an annual director’s fee of HK$120,000. The amount of emoluments is determined by arm’s length negotiation between the parties with reference to the prevailing market rate and the Company’s policy.

Other than disclosed above, Mr. Yuan Shuntang has not held any directorships in any other public companies in the past three years. Save as disclosed in this circular, Mr. Yuan Shuntang does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed on page 22 of this circular, as at the Latest Practicable Date and according to the information received by the Company pursuant to Part XV of the SFO, Mr. Yuan Shuntang not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Yuan Shuntang’s re-election.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Chen Zhong (陳忠), aged 55, was appointed as an Independent Non-executive Director of the Company on 20 September 2019. He is the chairman of the Nomination Committee, a member of the Audit Committee and the Remuneration Committee of the Company. He is responsible for providing independent advice to the Board. Mr. Chen obtained his Bachelor’s degree in Radio Physics from Xiamen University in July 1985. He further obtained a Master’s degree in Science and a Doctorate degree in Science from Xiamen University in August 1988 and February 1993 respectively. Mr. Chen Zhong is a professor and lecturer of the Faculty of Electronic Science in Xiamen University. From April 1993 to July 1995, Mr. Chen Zhong worked as a postdoctoral researcher in the Fujian Institute of Research on the Structure of the Chinese Academy of Science. He then joined Xiamen University in August 1995 as an assistant professor of the Faculty of Chemistry and was promoted to a professor in December 2000. From December 2003 to September 2017, Mr. Chen Zhong served as the associate dean of the College

– 15 –

PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX I

of Physical Science and Technology of Xiamen University. He became the associate dean of the College of Electronic Science and Technology of Xiamen University since October 2017.

Mr. Chen Zhong has entered into a letter of appointment with the Company as Independent Non-executive Director for a period of one year commencing from the Listing Date. Mr. Chen Zhong is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Chen Zhong is entitled to an annual director’s fee of HK$120,000. The amount of emoluments is determined by arm’s length negotiation between the parties with reference to the prevailing market rate and the Company’s policy.

Other than disclosed above, Mr. Chen Zhong has not held any directorships in any other public companies in the past three years. Save as disclosed in this circular, Mr. Chen Zhong does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date and according to the information received by the Company pursuant to Part XV of the SFO, Mr. Chen Zhong not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

The Company has received from Mr. Chen Zhong a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers Mr. Chen Zhong is independent.

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Chen Zhong’s re-election.

Mr. Wong Chun Sek Edmund (黃俊碩), aged 35, was appointed as an Independent Non-executive Director of the Company on 20 September 2019. He is the chairman of the Audit Committee, a member of the Remuneration Committee and the Nomination Committee of the Company. He is responsible for providing independent advice to the Board. Mr. Wong obtained his Bachelor’s degree in Accountancy from Hong Kong Baptist University in November 2007, Master of Science in Applied Accounting and Finance from Hong Kong Baptist University in November 2013, and Master of Business Administration from The Open University of Hong Kong in October 2016 and Master of Corporate Governance from The Open University of Hong Kong in August 2017. Mr. Wong is a member of the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Accountants in England and Wales, the Association of Chartered Certified Accountants of the United Kingdom, the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administration. Mr. Wong has more than 10 years of experience in accounting, taxation and auditing. He joined Deloitte Touche Tohmatsu as an audit associate in September 2007 and left as an audit senior in November 2011. Mr. Wong joined Patrick Wong C.P.A. Limited as an audit manager in February 2012 and has been its practicing director since March 2013. Mr. Wong is currently the independent non-executive director of InvesTech Holdings Limited, a company listed on the Main Board of

– 16 –

PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX I

the Stock Exchange (stock code: 1087) which is principally engaged in the provision of network system integration.

Mr. Wong Chun Sek Edmund has entered into a letter of appointment with the Company as Independent Non-executive Director for a period of one year commencing from the Listing Date. Mr. Wong Chun Sek Edmund is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Wong Chun Sek Edmund is entitled to an annual director’s fee of HK$120,000. The amount of emoluments is determined by arm’s length negotiation between the parties with reference to the prevailing market rate and the Company’s policy.

Other than disclosed above, Mr. Wong Chun Sek Edmund has not held any directorships in any other public companies in the past three years. Save as disclosed in this circular, Mr. Wong Chun Sek Edmund does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date and according to the information received by the Company pursuant to Part XV of the SFO, Mr. Wong Chun Sek Edmund not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

The Company has received from Mr. Wong Chun Sek Edmund a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers Mr. Wong Chun Sek Edmund is independent.

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Wong Chun Sek Edmund’s re-election.

Mr. Wu Tai Cheung (胡大祥), aged 62, was appointed as an Independent Non-executive Director of the Company on 20 September 2019. He is the chairman of the Remuneration Committee, a member of the Audit Committee and the Nomination Committee of the Company. He is responsible for providing independent advice to the Board. Mr. Wu obtained his Bachelor’s degree in Arts in Accountancy from the University of Bolton (formerly known as the Bolton Institute of Higher Education) in October 2002 and his Master’s degree in Business Administration from the University of Newcastle, Australia in December 2004. He has also been holding the following memberships, namely (i) member of the Hong Kong Institute of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants) since October 2003; (ii) associate of the Taxation Institute of Hong Kong since November 2003; (iii) fellow of the Association of Chartered Certified Accountants since December 2007 (member of the same association since December 2002); (iv) associate of the Hong Kong Institute of Chartered Secretaries since October 2008; and (v) associate of the Institute of Chartered Secretaries and Administrators since October 2008. Mr. Wu has over 35 years of experience in accounting and corporate finance. He worked in Peat, Marwick, Mitchell & Co. (which was later merged into KPMG) since October 1977 and left as an assistant manager in May 1985. During June 1985 to

– 17 –

PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX I

around July 1987, Mr. Wu worked as an accounting manager in Falcon Insurance Company (Hong Kong) Limited (formerly known as Ka Wah AMEV Insurance Limited). After that, he joined Asian Properties Limited as a financial controller and left as the finance director in September 1998, during which he was responsible for the control of the overall management reporting and cashflow projection and compliance of statutory requirements. Since August 1998, he has served as a director in Croydon Management Services Limited which was principally engaged in the provision of accounting and corporate services. Since 2002, Mr. Wu has held various positions in companies listed on the Main Board of the Stock Exchange. He served as a financial controller and company secretary in Zhongda International Holdings Ltd. (then stock code: 909) from April 2002 to March 2004 and a financial controller and company secretary in Zhejiang Shibao Company Limited (stock code: 1057) from April 2005 to September 2006. During the period from September 2007 to March 2010, Mr. Wu worked as the company secretary of Pacific Textiles Holdings Limited (stock code: 1382), which he joined in October 2006 as the financial manager. Mr. Wu was a chief financial officer and company secretary in China First Capital Group Limited (formerly known as China Vehicle Components Technology Holdings Limited) (stock code: 1269) from October 2011 to February 2012. He was the company secretary of Shenyang Public Utility Holdings Company Limited (stock code: 747) from May 2013 to March 2014 and acted as the joint company secretary from March 2014 to July 2018. He was the chief financial officer and company secretary of Yee Hop Holdings Limited (stock code: 1662) from June 2015 to November 2019. Mr. Wu served as an independent non-executive director of New Provenance Everlasting Holdings Limited (formerly known as BEP International Holdings Limited) (stock code: 2326) from January 2006 to October 2007 and Munsun Capital Group Limited (formerly known as China Precious Metal Resource Holdings Company Limited) (stock code: 1194) from October 2016 to February 2019. Mr. Wu has been the independent non-executive director of Yun Lee Marine Group Holdings Limited since March 2019 (stock code: 2682).

Mr. Wu Tai Cheung has entered into a letter of appointment with the Company as Independent Non-executive Director for a period of one year commencing from the Listing Date. Mr. Wu Tai Cheung is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Wu Tai Cheung is entitled to an annual director’s fee of HK$120,000. The amount of emoluments is determined by arm’s length negotiation between the parties with reference to the prevailing market rate and the Company’s policy.

Other than disclosed above, Mr. Wu Tai Cheung has not held any directorships in any other public companies in the past three years. Save as disclosed in this circular, Mr. Wu Tai Cheung does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date and according to the information received by the Company pursuant to Part XV of the SFO, Mr. Wu Tai Cheung not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

– 18 –

PARTICULARS OF RETIRING DIRECTORS FOR RE-ELECTION

APPENDIX I

The Company has received from Mr. Wu Tai Cheung a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers Mr. Wu Tai Cheung is independent.

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Wu Tai Cheung’s re-election.

• For identification purpose only

– 19 –

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required under the Listing Rules to provide the requisite information to you for your consideration of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 250,000,000. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are allotted, issued or repurchased prior to the 2020 AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 25,000,000 Shares, representing 10% of the number of issued Shares as at the date of passing the resolution.

REASONS FOR REPURCHASE

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

FUNDING OF REPURCHASE

Repurchase by the Company must be funded out of funds legally available for such purpose in accordance with the Articles of Association, the applicable laws and regulations of the Cayman Islands and the Listing Rules. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

IMPACT OF REPURCHASE

Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Group as compared with the position as at 31 December 2019, being the date of the Company’s latest published audited consolidated financial statements. 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 Group or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

– 20 –

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

DIRECTORS’ INTENTION TO SELL SHARES

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates currently intends to sell Shares to the Company or its subsidiaries.

DIRECTORS’ 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 Listing Rules and the applicable laws of the Cayman Islands.

CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly purchasing its securities on the Stock Exchange from a “core connected person”, that is, a Director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates, and a core connected person (as defined in the Listing Rules) is prohibited from knowingly selling his/her/its securities of the Company to the Company.

As at the Latest Practicable Date, no core connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.

EFFECT OF THE TAKEOVERS CODE

If, as a result of a securities repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code and the provision may apply as a result of any such increase. The Directors are not aware of any consequences of repurchase which would arise under the Takeovers Code.

– 21 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the Shares then in issue:

				Approximate
				% of the
				total number
				of Shares in
				issue should
			Approximate	the
			% of the	Repurchase
		Number of	total number	Mandate be
		Shares held/	of Shares in	exercised in
Name of Shareholder	Nature of interest	interested(1)	issue	full
Skyflying Company	Beneficial owner	99,881,250 (L)	39.95%	44.39%
Limited
Mr. Li Hao	Interest in a controlled	99,881,250 (L)	39.95%	44.39%
	corporation (2)
Central Wealth Limited	Beneficial owner	46,950,000 (L)	18.78%	20.87%
Mr. Yuan Shuntang	Interest in a controlled	46,950,000 (L)	18.78%	20.87%
	corporation (3)
Ms. Zhang Juan	Interest of spouse (4)	46,950,000 (L)	18.78%	20.87%
Realtime Limited	Beneficial owner	27,543,750 (L)	11.02%	12.24%
Mr. Zhang Bizhong	Interest in a controlled	27,543,750 (L)	11.02%	12.24%
	corporation (5)
Ms. Chen Juan	Interest of spouse (6)	27,543,750 (L)	11.02%	12.24%
Regan International	Beneficial owner	24,214,000 (L)	9.69%	10.76%
Growth Fund SPC

Notes:

• (1) The letter “L” denotes the person’s long position in the Shares.

• (2) Skyflying Company Limited is a company incorporated in the British Virgin Islands and is wholly-owned by Mr. Li Hao. Mr. Li Hao is deemed to be interested in all the Shares held by Skyflying Company Limited for the purpose of the SFO.

– 22 –

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

• (3) Central Wealth Limited is a company incorporated in the British Virgin Islands and is wholly-owned by Mr. Yuan Shuntang. Mr. Yuan Shuntang is deemed to be interested in all the Shares held by Central Wealth Limited for the purpose of the SFO.

• (4) Ms. Zhang Juan is the spouse of Mr. Yuan Shuntang. Accordingly, Ms. Zhang Juan is deemed to be interested in all the Shares held by Mr. Yuan Shuntang under the SFO.

• (5) Realtime Limited is a company incorporated in the British Virgin Islands and is wholly-owned by Mr. Zhang Bizhong. Mr. Zhang Bizhong is deemed to be interested in all the Shares held by Realtime Limited for the purpose of the SFO.

• (6) Ms. Chen Juan is the spouse of Mr. Zhang Bizhong. Accordingly, Ms. Chen Juan is deemed to be interested in all the Shares held by Mr. Zhang Bizhong under the SFO.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.

The Directors will not repurchase the Shares on the Stock Exchange if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25% of the total issued share capital of the Company, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.

SHARE PRICE

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the period from the Listing Date and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2019
October (Since the Listing Date)	5.50	2.70
November	4.55	2.95
December	5.30	3.85
2020
January	5.57	4.38
February	8.25	4.42
March	10.00	6.36
April (up to the Latest Practicable Date)	7.35	5.33

SHARE REPURCHASE MADE BY THE COMPANY

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

– 23 –

NOTICE OF 2020 ANNUAL GENERAL MEETING

CONFIDENCE INTELLIGENCE HOLDINGS LIMITED 信懇智能控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1967)

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the “2020 AGM” ) of Confidence Intelligence Holdings Limited (the “ Company ”) will be held at No. 7 Building, New Development Zone, Baishixia, Fuyong Street, Bao’an District, Shenzhen on Friday, 29 May 2020 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2019 and the reports of the directors (the “ Directors’ ’) and auditors of the Company for the year ended 31 December 2019.

2. (a) To re-elect Mr. Li Hao as an Executive Director;

3. (b) To re-elect Mr. Zhang Bizhong as an Executive Director;

4. (c) To re-elect Mr. Xu Shizhen as an Executive Director;

5. (d) To re-elect Mr. Yuan Shuntang as a Non-executive Director;

6. (e) To re-elect Mr. Chen Zhong as an Independent Non-executive Director;

7. (f) To re-elect Mr. Wong Chun Sek Edmund as an Independent Non-executive Director

8. (g) To re-elect Mr. Wu Tai Cheung as an Independent Non-executive Director; and

9. (h) To authorise the board of Directors (the “ Board’ ’) to fix the remuneration of the Directors.

10. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the Board to fix its remuneration.

– 24 –

NOTICE OF 2020 ANNUAL GENERAL MEETING

To consider as special business and, if thought fit, passing with or without modification, the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, pursuant to the Rules (the “ Listing Rules ”) Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), 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 of the Company (“ Shares ”) or securities convertible into the Shares, options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements or options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

3. (b) the approval given in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into the Shares) which might require the exercise of aforesaid powers after the end of the Relevant Period;

4. (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given in paragraph (a) and (b) of this resolution, otherwise than pursuant to:

   • i. a Rights Issue (as hereinafter defined); or

   • ii. any issue of Shares upon exercise of the rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into the Shares; or

   • iii. the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or

   • iv. any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares pursuant to the articles of association of the Company in force from time to time,

shall not in total exceed 20% of the aggregate number of Shares in issue on the date of the passing of this resolution and the said approval shall be limited accordingly; and

– 25 –

NOTICE OF 2020 ANNUAL GENERAL MEETING

• (d) for the purpose of this resolution, “ Relevant Period ” means the period from the date of 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; or

• iii. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking, renewing or varying of the authority set out in this resolution.

“ Rights Issue ” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares whose names stand on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares at that date (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 any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT :

2. (a) subject to paragraph (c) 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 on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the articles of association of the Company and all applicable laws of the Cayman Islands and/or other applicable laws in this regards, be and the same is hereby generally and unconditional approved;

3. (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;

– 26 –

NOTICE OF 2020 ANNUAL GENERAL MEETING

• (c) the aggregate number of the Shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, “ Relevant Period ” means the period from the time 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 or any applicable laws to be held; or

  • iii. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking, renewing and varying the authority set out in this resolution.”

• “ THAT conditional upon the passing of Resolutions numbered 4 and 5 set out in the notice of the annual general meeting at which this resolution is considered, the general mandate granted to the Directors to allot, issue or otherwise deal with additional Shares pursuant to Resolution numbered 4 above of which this resolution forms part be and is hereby extended by the addition thereto of the aggregate number of Shares which may be repurchased or agreed to be repurchased by the Company under the authority granted pursuant to the Resolution numbered 5 above, provided that such number of Shares so repurchased by the Company shall not exceed 10% of aggregate number of issued Shares as at the date of passing of this resolution.”

By order of the Board Confidence Intelligence Holdings Limited Li Hao Chairman

Hong Kong, 24 April 2020

Notes:

• (1) Any member of the Company entitled to attend and vote at the 2020 AGM shall be entitled to appoint another person as its/his/her proxy to attend and vote instead of it/him/her and so appointed shall have the same right as the member to speak at the meeting. A member who is the holder of two or more Shares may appoint one or more proxies to attend and vote instead of it/him/her. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the 2020 AGM is enclosed herewith.

• (3) The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

– 27 –

NOTICE OF 2020 ANNUAL GENERAL MEETING

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours (i.e. 11:00 a.m. on Wednesday, 27 May 2020) before the time appointed for holding the 2020 AGM or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the 2020 AGM or at any adjourned meeting (as the case may be) should they so wish.

• (5) Where there are joint registered holders of any Share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members in respect of such Share shall be accepted to exclusion of the votes of the other joint holders.

• (6) The register of members of the Company will be closed from Tuesday, 26 May 2020 to Friday, 29 May 2020, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending and voting at the 2020 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, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 25 May 2020.

• (7) As at the date of this notice, the executive Directors are Mr. Li Hao, Mr. Zhang Bizhong and Mr. Xu Shizhen, the non-executive Director is Mr. Yuan Shuntang, and the independent non-executive Directors are Mr. Chen Zhong, Mr. Wong Chun Sek Edmund and Mr. Wu Tai Cheung.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

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

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

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

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

In addition, the Company reminds all shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

– 28 –

NOTICE OF 2020 ANNUAL GENERAL MEETING

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

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

– 29 –