Creative China Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 25, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Creative China Holdings Limited, you should at once hand this circular, and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Creative China Holdings Limited 中國創意控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8368)

(1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.

A notice convening the EGM to be held at Unit 1603–1604, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 13 July 2021 at 2:30 p.m. is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours (i.e. 2:30 p.m. on Sunday, 11 July 2021) before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so desire. In such event, the instrument appointing a proxy will be deemed to be revoked.

25 June 2021

CHARACTERISTICS OF GEM

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

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

– i –

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– ii –

DEFINITIONS

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

• “Board” the board of Directors

• “Business Day(s)” a business day, other than Saturday, Sunday or official public holiday, on which licensed banks in Hong Kong are open for transaction of routine banking business

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

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

• “Change in Board Lot Size” the change in board lot size of the Shares for trading on the Stock Exchange from 1,000 Existing Shares to 10,000 Consolidated Shares

• “Company” Creative China Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued Shares of which are listed on the GEM (stock code: 8368)

• “Consolidated Share(s)” ordinary share(s) with a par value of HK$0.05 each in the share capital of the Company immediately after the Share Consolidation becoming effective

• “Director(s)” the director(s) of the Company from time to time

“EGM” an extraordinary general meeting to be convened and held for the purpose of considering, and if thought fit, approving, the Share Consolidation “Existing Share(s)”/“Share(s)” ordinary share(s) with a par value of HK$0.01 each in the share capital of the Company before the Share Consolidation becomes effective “GEM” GEM operated by the Stock Exchange

– 1 –

DEFINITIONS

• “GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM

• “General Rules of CCASS”

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

• “Group” the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 21 June 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Committee” has the meaning ascribed to it under the GEM Listing Rules

• “Registrar”

the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong

• “Share Consolidation”

• the proposed consolidation of every five (5) issued and unissued Existing Shares into one (1) Consolidated Share

• “Shareholder(s)” holder(s) of the Existing Share(s) or the Consolidated Share(s), as the case may be

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

– 2 –

EXPECTED TIMETABLE

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

Event

Time and Date

Latest date and time for lodging share transfer documents in order to qualify for attending and voting at the EGM. . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 7 July 2021 Closure of register of members for determining the entitlement to attend and vote at the EGM (both dates inclusive). . . . . . . . . . . . . . . . . Thursday, 8 July 2021 to Tuesday, 13 July 2021 Latest date and time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . . 2:30 p.m. on Sunday, 11 July 2021 Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:30 p.m. on Tuesday, 13 July 2021 Announcement of voting results of the EGM. . . . . . . . . . . . . . . . . . . . . . . Tuesday, 13 July 2021

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 15 July 2021 First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . Thursday, 15 July 2021 Dealing in the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 15 July 2021 Original counter for trading in the Existing Shares in board lots of 1,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 15 July 2021

– 3 –

EXPECTED TIMETABLE

Event

Time and Date

Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 15 July 2021 Original counter for trading in the Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of new share certificates for the Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 29 July 2021 Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 29 July 2021 Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 29 July 2021 Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 18 August 2021 Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 18 August 2021 Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 18 August 2021 Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 25 August 2021

All times and dates stated in this circular refer to Hong Kong local times and dates. Dates stated in this circular for events in the timetable are indicative only and may be extended or varied. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

– 4 –

LETTER FROM THE BOARD

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Creative China Holdings Limited 中國創意控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 8368)

Executive Directors:

Mr. Philip Jian Yang (Chairman) Ms. Yang Jianping

Non-executive Directors:

Mr. Yang Shiyuan Mr. Ge Xuyu Mr. Wang Yong

Independent Non-executive Directors:

Ms. Fu Yuehong Mr. Yau Yan Yuen Mr. Tan Song Kwang

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

Principal place of business in Hong Kong: 23/F, Yue Thai Commercial Building 128 Connaught Road Central Sheung Wan Hong Kong 25 June 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 10 June 2021 in relation to, among other things, the proposed Share Consolidation and the proposed Change in Board Lot Size.

The purpose of this circular is to provide you with details of, among other things, (i) the Share Consolidation; (ii) a notice convening the EGM; and (iii) other information as required under the GEM Listing Rules.

– 5 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation pursuant to which every five (5) Existing Shares will be consolidated into one (1) Consolidated Share.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$80,000,000 divided into 8,000,000,000 Shares of par value of HK$0.01 each, of which 1,656,577,559 Shares have been issued as fully paid or credited as fully paid.

Assuming no further Shares are allotted, issued or repurchased between the date of this circular and the date of the EGM, upon the Share Consolidation becoming effective, the authorised share capital of the Company shall become HK$80,000,000 divided into 1,600,000,000 Consolidated Shares of par value of HK$0.05 each, of which 331,315,511 Consolidated Shares, will be in issue. The Company has no outstanding options, warrants or securities in issue which are convertible or exchangeable into Shares as at the date of this circular.

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s articles of association. Other than the expenses to be incurred in relation to Share Consolidation and the Change in Board Lot Size, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests and rights of the Shareholders, save for any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following:

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

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

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

None of the above conditions shall be waived. Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Thursday, 15 July 2021 being the second Business Day after the EGM. As at the Latest Practicable Date, none of the above conditions have been fulfilled.

– 6 –

LETTER FROM THE BOARD

Application for listing of the Consolidated Shares

Application will be made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Consolidated Shares in issue arising from the Share Consolidation and all necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

Subject to the granting of the approval of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, upon the Share Consolidation being effective, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or, under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

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

CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lots of 1,000 Existing Shares of par value of HK$0.01 each. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 1,000 Existing Shares of par value of HK$0.01 each to 10,000 Consolidated Shares of par value of HK$0.05 each.

Based on the closing price of HK$0.072 per Share (equivalent to the theoretical closing price of HK$0.36 per Consolidated Share) as at the Latest Practicable Date, (i) the estimated value of each existing board lot of Existing Shares is HK$72; (ii) the estimated value of each existing board lot of Consolidated Shares would be HK$360 assuming the Share Consolidation has become effective; and (iii) the estimated value per board lot of 10,000 Consolidated Shares would be HK$3,600 assuming that the Change in Board Lot Size had also been effective.

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

– 7 –

LETTER FROM THE BOARD

Shareholders should note that Shareholders’ approval is not required for the Change in Board Lot Size. However, the Change in Board Lot Size is conditional on the Share Consolidation having become effective. Therefore, the Company will not proceed with the Change in Board Lot Size if the conditions of the Share Consolidation are not fulfilled.

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

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. The “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019 has further stated that (i) market price of the Shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

The Directors consider that the Share Consolidation will bring about a corresponding adjustment in the trading price per Consolidated Share on the Stock Exchange. Furthermore, the Share Consolidation and the Change in Board Lot Size would reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade. In addition, it is expected that the liquidity in trading of the Shares will increase accordingly and the market value of the Shares will more precisely reflect the intrinsic value of the Company.

In view of the recent trading prices of the Shares at a level less than HK$0.10 each and the existing board lot value being less than HK$2,000, the proposed Share Consolidation will increase the nominal value of the Shares and would bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange. As such, it would enable the Company to comply with the trading requirements under the GEM Listing Rules. The proposed Share Consolidation and the Change in Board Lot Sizes were made after taken into the consideration to minimise the creation of fractional Consolidation Shares and odd lots after the Share Consolidation and the Change in Board Lot Size becoming effective. The Share Consolidation pursuant to which every five (5) Existing Shares will be consolidated into one (1) Consolidated Share, whereas the board lot size for trading on the Stock Exchange be changed from 1,000 Existing Shares of par value of HK$0.01 each to 10,000 Consolidated Shares of par value of HK$0.05 each, were being selected as an integral multiple to the existing board lot sizes of 1,000. The Board considers that the proposed Share Consolidation and the Change in Board Lot Size would enable the Company to comply with the trading requirements under the GEM Listing Rules.

– 8 –

LETTER FROM THE BOARD

The Board believes that the Share Consolidation and Change in Board Lot Size will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders.

As at the Latest Practicable Date, the Company does not have any concrete plan to conduct any fund raising activities in the next twelve months that may have an effect of undermining or negating the intended purpose of the Share Consolidation. Depending on the Group’s actual performance and its funding needs, the Company may consider to conduct fund raising activities in future as and when appropriate should the Group’s business operations and/or development demand.

Fractional entitlement to Consolidated Shares

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

Odd lots arrangements and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Space Securities Limited to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from 9:00 a.m. on Thursday, 29 July 2021 to 4:10 p.m. on Wednesday, 18 August 2021 (both days inclusive). Shareholders who wish to utilise such matching services should contact Mr. Jeffery Ng of Space Securities Limited at Unit 7, 11/F, Emperor Group Centre, 288 Hennessy Road, Hong Kong or at telephone number (852) 2510 0880 during office hours of such period.

Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lot arrangement, is recommended to consult his/her/its own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Thursday, 15 July 2021, the Shareholders may during the period from Thursday, 29 July 2021 to Wednesday, 18 August 2021 (both days inclusive) submit existing share certificates in the color of blue for the Existing Shares to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange for new share certificates in the color of purple for the Consolidated Shares at the expense of the Company.

– 9 –

LETTER FROM THE BOARD

Thereafter, certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may be allowed by the Stock Exchange from time to time) for each share certificate for the Shares cancelled or each new share certificate issued for the Consolidated Shares, whichever number of certificates cancelled/issued is higher.

After 4:10 p.m. on Wednesday, 18 August 2021, trading will only be in Consolidated Shares. Share certificates for the Existing Shares will remain effective as documents of legal title and may be exchanged for share certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes after 4:10 p.m. on Wednesday, 18 August 2021.

In view of the above, the Directors are of the view that the Share Consolidation is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

EGM

A notice convening the EGM to be held at Unit 1603–1604, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 13 July 2021 at 2:30 p.m. is set out on pages EGM-1 to EGM-3 of this circular. Ordinary resolution will be proposed at the EGM to approve, among other things, the Share Consolidation.

A proxy form for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and deposit the same at the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 2:30 p.m. on Sunday, 11 July 2021) before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM and any adjournment thereof (as the case may be) should you so wish.

To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, none of the Shareholders or their associates would have a material interest in the Share Consolidation, no Shareholder would be required to abstain from voting in favor of the resolution(s) relating to the Share Consolidation at the EGM.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors, the controlling shareholders of the Company nor any of their respective close associates (as defined in the GEM Listing Rules) has any interest in a business which competes or may compete, either directly or indirectly, with the business of the Group or any other conflict of interest which any such person has or may have with the Group which would be required to be disclosed pursuant to the GEM Listing Rules.

– 10 –

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 Board considers that the ordinary resolution in respect of the Share Consolidation to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the resolution to be proposed at the EGM.

Yours faithfully, By Order of the Board

Creative China Holdings Limited Philip Jian Yang

Chairman and Executive Director

– 11 –

NOTICE OF EGM

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Creative China Holdings Limited 中國創意控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8368)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Creative China Holdings Limited (the “ Company ”) will be held at Unit 1603–1604, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 13 July 2021 at 2:30 p.m. for the following purposes to consider and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval of the listing of, and the permission to deal in, the Consolidated Shares (as defined below) in issue:

• (a) with effect on the second business day immediately following the date on which this resolution is passed, being a day on which shares are traded on the Stock Exchange, five (5) issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be consolidated (the “ Share Consolidation ”) into one (1) share of HK$0.05 each (the “ Consolidated Share ”);

• (b) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects with each other and have the same rights and privileges and be subject to the same restrictions contained in the bye-laws of the Company;

• (c) all fractional Consolidated Shares will be disregarded and will not be issued to the holders of the existing shares of HK$0.01 each in the share capital of the Company but all fractional Consolidated Shares will be aggregated and sold for the benefit of the Company, if possible and applicable; and

– EGM-1 –

NOTICE OF EGM

• (d) any one or more of the Directors be and is hereby authorised to do all such acts, deeds and things and execute all such documents, including under the seal of the Company, where applicable, as it may consider necessary or expedient to complete, implement and give effect to any and all the arrangements set out in this resolution.”

By Order of the Board Creative China Holdings Limited Philip Jian Yang Chairman and Executive Director

Hong Kong, 25 June 2021

Registered office: Principal place of business Cricket Square in Hong Kong: Hutchins Drive 23/F, Yue Thai Commercial Building P.O. Box 2681 128 Connaught Road Central Grand Cayman Sheung Wan KY1-1111 Hong Kong Cayman Islands

Notes:

1. Any member entitled to attend and vote at the EGM (and any adjournment of such meeting) shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM (and any adjournment of such meeting). A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM (or any adjournment of such meeting) (as the case may be) at which the person named in the instrument proposes to vote.

4. Completion and return of the proxy form does not preclude a member from attending and voting in person at the EGM (or any adjournment of such meeting) and, in such event, the proxy form shall be deemed to be revoked.

5. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM (and any adjournment of such meeting), the most senior will alone be entitled to vote, whether in person or by proxy. 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 joint holding.

– EGM-2 –

NOTICE OF EGM

1. Taking into account of the recent development of the epidemic caused by Coronavirus Disease (“ COVID-19 ”), the Company will implement the following prevention and control measures at the meeting against the epidemic to protect the Shareholders from the risk of infection:

2. (i) Compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue;

3. (ii) Every Shareholder or proxy is required to wear surgical facial mask throughout the meeting; and

4. (iii) No refreshment will be served.

Furthermore, the Company wishes to advise the Shareholders, particularly the Shareholders who are subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the meeting as a proxy to vote on the resolutions, instead of attending the meeting in person.

1. If tropical cyclone warning signal no. 8 or above is hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is in force any time after 8:00 a.m. on Tuesday, 13 July 2021, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

2. As at the date of this notice, the Board comprises Mr. Philip Jian Yang and Ms. Yang Jianping as executive Directors; Mr. Yang Shiyuan, Mr. Ge Xuyu and Mr. Wang Yong as non-executive Directors; and Ms. Fu Yuehong, Mr. Yau Yan Yuen and Mr. Tan Song Kwang as independent non-executive Directors.

– EGM-3 –