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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

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

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

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00828)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND PURCHASE SHARES, EXTENSION OF

THE GENERAL MANDATE TO ISSUE SHARES,

PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT,

RE-ELECTION OF DIRECTORS,

AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Dynasty Fine Wines Group Limited (the "AGM") to be held at 17/F Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on Thursday, 26 June 2025 at 4:00 p.m. is set out on pages 38 to 42 of this circular. A form of proxy for use by the Shareholders at the AGM is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.dynasty-wines.com).

Whether or not you intend to attend and vote at the AGM in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

30 April 2025

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 3

INTRODUCTION. 4

PROPOSED GRANT OF ISSUE MANDATE, BUY BACK MANDATE AND EXTENSION MANDATE. 4

PROPOSED PAYMENT OF FINAL DIVIDEND 5

PROPOSED RE-ELECTION OF DIRECTORS 6

AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION 7

AGM 8

CLOSURE OF REGISTER OF MEMBERS 8

VOTING BY POLL 8

RECOMMENDATION 9

RESPONSIBILITY STATEMENT 9

GENERAL 9

APPENDIX I - DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION 10

APPENDIX II - EXPLANATORY STATEMENT FOR THE BUY BACK MANDATE 13

APPENDIX III - AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION 16

APPENDIX IV - NOTICE OF AGM 38

DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be convened and held at 17/F Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on Thursday, 26 June 2025 at 4:00 p.m., or any adjournment thereof;

"AGM Notice"
the notice convening the AGM as set out in Appendix IV to this circular;

"Articles"
the existing articles of association of the Company;

"Board"
the board of Directors;

"Buy Back Mandate"
a general mandate proposed to be granted to the Directors at the AGM for the Company to purchase Shares of up to 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the ordinary resolution in relation thereto;

"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;

"Companies Act"
the Companies Act, Cap. 22 (as revised) of the Cayman Islands;

"Company"
Dynasty Fine Wines Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange;

"Directors"
the directors of the Company;

"Extension Mandate"
a general mandate proposed to be granted to the Directors at the AGM to the effect that the aggregate number of issued Shares (excluding treasury shares, if any) purchased under the Buy Back Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the Issue Mandate;

"Final Dividend"
the proposed final dividend of the Company of HK0.35 cents per Share for the year ended 31 December 2024 to be paid to the Shareholders whose names are shown on the register of members of the Company at the close of business on the record date for the entitlement of such proposed final dividend;

"Group"
the Company and its subsidiaries;

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;

DEFINITIONS

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;

"Issue Mandate"
a general mandate proposed to be granted to the Directors at the AGM to allot, issue or otherwise deal with Shares not exceeding 20% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the ordinary resolution in relation thereto;

"Latest Practicable Date"
23 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular;

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange;

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time;

"Share(s)"
ordinary share(s) of HK$0.10 each in the share capital of the Company;

"Share Premium Account"
the share premium account within the equity section of the Company's statement of financial position;

"Shareholder(s)"
holder(s) of the Share(s);

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers;

"treasury shares"
shares repurchased and held by a company in treasury, as authorised by the laws of its place of incorporation and its articles of association or equivalent constitutional documents, which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange; and

"%"
per cent.

LETTER FROM THE BOARD

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00828)

Executive Directors:

Mr. Wan Shoupeng (Chairman)

Mr. He Chongfu

Mr. Huang Manyou

Non-executive Directors:

Mr. Heriard-Dubreuil Francois (Vice Chairman)

Ms. Sophie Phe

Mr. Alain Jacques Gilbert Li

Independent non-executive Directors:

Mr. Yeung Ting Lap Derek Emory

Mr. Sun David Lee

Ms. Chung Wai Hang

Registered office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman

KY1-1111

Cayman Islands

Principal place of business in

Hong Kong:

Room 4309, 43/F,

China Resources Building

26 Harbour Road,

Wanchai

Hong Kong

30 April 2025

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND PURCHASE SHARES, EXTENSION OF

THE GENERAL MANDATE TO ISSUE SHARES,

PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT,

RE-ELECTION OF DIRECTORS,

AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to (i) the grant to the Directors of the Issue Mandate, the Buy Back Mandate and the Extension Mandate; (ii) payment of the Final Dividend out of the Share Premium Account; (iii) the re-election of Directors; and (iv) amendment and restatement of the Articles, together with the AGM Notice.

PROPOSED GRANT OF ISSUE MANDATE, BUY BACK MANDATE AND EXTENSION MANDATE

At the AGM, an ordinary resolution will be proposed to the Shareholders to grant to the Directors a general mandate to issue Shares not exceeding 20% of the aggregate number of issued Shares (excluding treasury shares, if any) as at the date of passing of the resolution in relation thereto. Subject to the passing of the ordinary resolution granting the Issue Mandate and on the basis of 1,408,405,886 Shares in issue (with no treasury shares) as at the Latest Practicable Date and that no further Shares are issued or bought back prior to the AGM, the Company will be allowed under the Issue Mandate to issue up to 281,681,177 Shares. The Issue Mandate will end on the earliest of the date of the next annual general meeting; or the date by which the next annual general meeting of the Company is required to be held by law or the Articles; or the date upon which such authority is revoked or varied by an ordinary resolution of the Company in a general meeting.

At the AGM, an ordinary resolution will be proposed to the Shareholders to grant to the Directors a general mandate to exercise all powers of the Company to buy back issued Shares not exceeding 10% of the aggregate number of issued Shares (excluding treasury shares, if any) as at the date of passing of the resolution in relation thereto. The Buy Back Mandate will end on the earliest of the date of the next annual general meeting; or the date by which the next annual general meeting of the Company is required to be held by law or the Articles; or the date upon which such authority is revoked or varied by an ordinary resolution of the Company in a general meeting. With reference to the Issue Mandate and the Buy Back Mandate, the Directors wish to state that they have no immediate plans to issue or buy back any Shares pursuant thereto.

Subject to the passing of the aforesaid ordinary resolutions in relation to the Issue Mandate and the Buy Back Mandate, an ordinary resolution will also be proposed at the AGM to grant to the Directors a general mandate to extend the Issue Mandate to allot, issue and deal with further Shares up to the aggregate number of issued Shares bought back under the Buy Back Mandate, provided that such amount shall not exceed 10% of the aggregate number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement in connection with the Buy Back Mandate which is set out in Appendix II to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make informed decision on whether to vote for or against the relevant resolution at the AGM.

LETTER FROM THE BOARD

PROPOSED PAYMENT OF FINAL DIVIDEND

The Board recommends the payment of a Final Dividend of HK$0.35$ cents per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on Tuesday, 15 July 2025. The register of members of the Company will be closed from Thursday, 10 July 2025 to Tuesday, 15 July 2025 (both dates inclusive), during which period no transfer of Shares will be registered. In order to qualify for the Final Dividend, all properly completed transfer forms 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 9 July 2025.

Proposed payment of Final Dividend out of Share Premium Account

Subject to the Shareholders’ approval by an ordinary resolution, the Final Dividend will be paid out of the Share Premium Account in accordance with article 134 of the Articles and the Companies Act.

As at the Latest Practicable Date, the Company had 1,408,405,886 Shares in issue (with no treasury shares). Based on the number of the Shares issued as at the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to approximately HK$4,929,000. As at 31 December 2024, based on the audited consolidated financial statements of the Company, the amount standing to the credit of the Share Premium Account was approximately HK$486,336,000. Assuming the number of Shares issued remains the same as at the record date of Final Dividend, the Board proposed to use the amount of approximately HK$4,929,000 standing to the credit of the Share Premium Account for the payment of the Final Dividend. Following such payment, the credit balance in the Share Premium Account will amount to approximately HK$481,407,000.

Reasons for and effect of the payment of Final Dividend out of the Share Premium Account

The Board considers it unnecessary to maintain the Share Premium Account at the current level and believes that the use of approximately HK$4,929,000 from the Share Premium Account for the payment of the Final Dividend will be beneficial to the Company and the Shareholders as a whole. The payment of the Final Dividend out of Share Premium Account does not involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares or the trading arrangements concerning the Shares. The payment of the Final Dividend out of Share Premium Account will not affect the underlying assets, business, operations, management or financial position of the Company or the proportionate interests of the Shareholders, other than related expenses incurred which are immaterial. Save for the aforesaid expenses, the Directors considered that the payment of the Final Dividend out of Share Premium Account will not cause any loss in the Shareholders’ funds and will not have a material adverse effect on the financial position of the Company.

LETTER FROM THE BOARD

Conditions of the payment of the Final Dividend out of the Share Premium Account

The payment of the Final Dividend out of the Share Premium Account is conditional upon, among other matters, the following being fulfilled: (a) the passing of an ordinary resolution by the Shareholders to approve the payment of the Final Dividend out of the Share Premium Account in accordance with article 134 of the Articles at the AGM; and (b) the Directors being satisfied that, there are no reasonable grounds for believing that the Company is, or will immediately after the date on which the Final Dividend is proposed to be paid, unable to pay its debts as they become due in the ordinary course of business.

PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of nine Directors, namely Mr. Wan Shoupeng, Mr. He Chongfu, Mr. Huang Manyou, Mr. Heriard-Dubreuil Francois, Ms. Sophie Phe, Mr. Alain Jacques Gilbert Li, Mr. Yeung Ting Lap Derek Emory, Mr. Sun David Lee (“Mr. Sun”) and Ms. Chung Wai Hang.

Ms. Sophie Phe and Mr. Alain Jacques Gilbert Li were appointed as non-executive Directors with effect from 14 August 2024. Pursuant to article 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy on the Board or as an addition to the then existing Board shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election at that general meeting. Therefore, Ms. Sophie Phe and Mr. Alain Jacques Gilbert Li shall retire from their offices at the AGM and, being eligible, will offer themselves for re-election at the AGM.

Pursuant to article 84(1) of the Articles, at each annual general meeting of the Company, one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Accordingly, Mr. He Chongfu, being executive Director, Mr. Heriard-Dubreuil Francois, being a non-executive Director, and Mr. Sun, being an independent non-executive Director, will retire at the AGM. Mr. Heriard-Dubreuil Francois has informed the Board of his intention not to seek for re-election and will retire from the Board with effect from conclusion of the AGM. Mr. He Chongfu and Mr. Sun David Lee being eligible, have offered themselves for re-election at the AGM.

As at the Latest Practicable Date, Mr. Sun had served the Board for more than nine years since 28 November 2012 (length of tenure: 12 years and 5 months). Pursuant to the Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, the further appointment of an independent non-executive director serving more than nine years should be subject to a separate resolution to be approved by Shareholders.

LETTER FROM THE BOARD

The nomination committee of the Company (with Mr. Sun, being a member of the nomination committee, abstaining from voting at such meeting) considered and assessed the suitability of Mr. Sun for re-election in accordance with the nomination policy in terms of his independence and qualities. The nomination committee considered that the long service of Mr. Sun would not affect his exercise of independent judgement as he does not involve in the day-to-day operation of the Company and is satisfied that Mr. Sun has the required character, integrity and experience to continue fulfilling the role of independent non-executive Director. The nomination committee is satisfied that Mr. Sun has no close relationship with the chairman of the Board and the general manager (equivalent to chief executive officer) of the Company and their respective families as well as other executive Director that would lose his independence and objectivity. The nomination committee also reviewed and confirmed that Mr. Sun had contributed to the Group and is committed to his role.

The Company has received the annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules from Mr. Sun, and re-affirmed the independence of Mr. Sun. The nomination committee considered, despite the length of service, there is no evidence that the independence of Mr. Sun, especially in terms of exercising independent judgement and providing objective comment to the management, has been or will be in any way affected. With his business background and understanding of the wine business of the Group, Mr. Sun has brought his valuable experience to the Board and Board committees, and has given independent guidance and expressed objective view to the Company over the years. The nomination committee is satisfied Mr. Sun has continued demonstrating a firm commitment to his role.

In view of the above, the Board formed the view that Mr. Sun is still independent under the Listing Rules and has the required character, integrity, independence and experience to fulfill the role of independent non-executive Director and will continue to make valuable contribution to the Company by providing his balanced and objective view to the Board. Accordingly, the nomination committee nominated, and the Board recommended Mr. Sun to stand for re-election as Director at the AGM.

The brief biographical details of the retiring Directors who offered themselves for re-election are set out in Appendix I to this circular.

AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

As disclosed in the announcement of the Company dated 29 April 2025, the Board proposed to amend the Articles by way of adopting a set of amended and restated articles of association (the "Amended Articles of Association") in order to (i) bring the Articles in line with the latest legal and regulatory requirements, including amendments made to the Listing Rules in relation to the expanded paperless listing regime and the holding of general meetings by hybrid or electronic means; and (ii) incorporate certain housekeeping amendments (collectively the "Proposed Amendments"). The Proposed Amendments are subject to the approval of the Shareholders by way of a special resolution at the AGM. Prior to the passing of the special resolution at the AGM, the Articles remain in effect.

LETTER FROM THE BOARD

Details of the Proposed Amendments are set out in Appendix III to this circular.

The legal advisers to the Company as to Hong Kong laws have confirmed that the Amended Articles of Association comply with the requirements of the Listing Rules and the legal advisers to the Company as to Cayman laws have confirmed that the Proposed Amendments do not violate the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the Amended Articles of Association. The Shareholders are advised that the Amended Articles of Association are available only in English and the Chinese translation of the Amended Articles of Association provided in Appendix III of this circular is for reference only in case of inconsistency, the English version shall prevail.

AGM

The AGM Notice is set out on pages 38 to 42 of this circular.

A form of proxy for use by the Shareholders at the AGM is also enclosed in this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of a form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof in person should you so wish and in such event, the form of proxy shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 20 June 2025.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, at any general meeting, a resolution put to the vote of the Shareholders of a meeting shall be decided by poll. Therefore, the chairman of the AGM will demand poll voting on all the resolutions as set out in the AGM Notice. The announcement of the poll results of the AGM will be published on the Company’s and the Stock Exchange’s websites after the conclusion of the AGM in accordance with the requirements of the Listing Rules.

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed grant of the Issue Mandate, the Buy Back Mandate and the Extension Mandate to the Directors, the re-election of retiring Directors, the proposed payment of Final Dividend out of the Share Premium Account as well as the amendment and restatement of the Articles are in the best interests of the Company and the Shareholders as a whole.

The Directors also consider other resolutions to be proposed pursuant to the ordinary business of the AGM, including those relating to the audited financial statements of the Company, the fixing of Directors' remuneration, the re-appointment of auditors and fixing of their remuneration and take the view that are in the interests of the Company and the Shareholders as a whole.

Accordingly, the Board recommends that Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

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 Group. 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.

GENERAL

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

Yours faithfully,

For and on behalf of the Board

Dynasty Fine Wines Group Limited

Wan Shoupeng

Chairman

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The details of the Directors proposed for re-election at the AGM are set out as follows:

Sophie PHE

Sophie Phe (“Ms. Phe”), aged 44, was appointed a non-executive Director in August 2024. Ms. Phe is also a member of remuneration committee of the Company. Ms. Phe is an executive committee member of Rémy Cointreau Group, a substantial Shareholder of the Company. Graduated from Toulouse Business School, Ms. Phe started her career in France in marketing for Savencia group in 2003. She joined Rémy Cointreau in 2007 in Paris where she occupied different marketing roles for Rémy Martin and Louis XIII cognacs before expatriating to Shanghai in 2016. She was appointed as China Vice President of Rémy Martin and Louis XIII Brands in 2021 and became the chief executive officer of Rémy Cointreau Greater China in 2022. Ms. Phe is also a member of the Foreign Spirits Producers Association in China. Ms. Phe has extensive experience in marketing and management.

Ms. Phe has signed a letter of appointment with the Company for a term of two years with effect from 14 August 2024. Under such appointment letter, Ms. Phe is entitled to a director’s fee of HK$288,000 per annum for her service as a non-executive Director. Ms. Phe’s remuneration was determined by the Board having regard to her duties and responsibilities, performance, qualification, experience, as well as prevailing market conditions.

Save as disclosed above, Ms. Phe had no relationship with any other Directors, senior management, substantial or controlling Shareholders of the Company as at the Latest Practicable Date.

Alain Jacques Gilbert LI

Alain Jacques Gilbert Li (“Mr. Li”), aged 64, was appointed a non-executive Director in August 2024. Mr. Li was regional chief executive, Asia Pacific of luxury group Richemont from 2006 to 2023, where he was responsible for overseeing and cultivating Richemont’s luxury Maisons in the APAC region. Prior to Richemont, Mr. Li was chief financial officer of IDT International and president of the group’s lifestyle electronics brand, Oregon Scientific, from 2001 to 2005. From 1992 to 2001, he worked at Riso Europe in various capacities and ultimately as president of Riso Europe. Mr. Li served various finance and management capacities and positions in U.S., European and Japanese companies after graduation from City, University of London, with a bachelor degree in economics and accounting.

Mr. Li has extensive experience in finance and management. Mr. Li is a Fellow of The Institute of Chartered Accountants in England and Wales and a Fellow of The Institute of Directors. Mr. Li currently serves as an independent non-executive director of Rémy Cointreau S.A., a substantial Shareholder of the Company, which is listed on Euronext Paris (EPA: RCO) and a director of Las Vegas Sands Corp., which is listed on New York Stock Exchange (NYSE: LVS). He also serves as a director of Laureus Sport For Good Hong Kong Ltd. He has been the president of the French Chamber of Commerce and Industry in Hong Kong since 2022. He also holds a number of advisory positions with SIA Partners and Philips Auction House.

10 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Li has signed a letter of appointment with the Company for a term of two years with effect from 14 August 2024. Under such appointment letter, Mr. Li is entitled to a director’s fee of HK$288,000 per annum for his service as a non-executive Director. Mr. Li’s remuneration was determined by the Board having regard to his duties and responsibilities, performance, qualification, experience, as well as prevailing market conditions.

Save as disclosed above, Mr. Li had no relationship with any other Directors, senior management, substantial or controlling Shareholders of the Company as at the Latest Practicable Date.

HE Chongfu

He Chongfu (“Mr. He”), aged 47, was appointed as an executive Director and general manager of the Company in March 2023. Mr. He joined the Group in January 2023 as a deputy secretary of communist party committee, director and the general manager of Dynasty Tianjin, a subsidiary of the Company. Mr. He graduated from University of Tianjin (天津大學), majoring in precision chemical engineering and engineering management, with double bachelor’s degrees in 2000. He then worked at LG electronics (Tianjin) Appliances Company Limited (樂金電子天津電器有限公司) and Prysmian Group (普睿司曼集團) from 2000 to 2012. His then responsibilities ranged from marketing, sales and export business. Mr. He also obtained a master degree in business administration from Nankai University (南開大學) in 2009. From 2012 to 2020, he held sales and management positions at Tianjin Limin Condiment Company Limited (天津市利民調料有限公司) and his last held position there was sales director. From 2020 to January 2023, he served as the deputy secretary of communist party committee, director and general manager of Tianjin Food Group Trading Company Limited (天津食品集團商貿有限公司, “Tianjin Food Trading”). Tianjin Limin Condiment Company Limited (天津市利民調料有限公司) and Tianjin Food Trading are both subsidiaries of Tianjin Food Group Co. Ltd., the controlling shareholder of the Company. Mr. He has extensive experience in sales, trading and management. Currently, Mr. He is also a director of Dynasty Fine Wines (Asia Pacific) Limited, Smiling East Resources Limited, Ho Tin International Limited, which are subsidiaries of the Company.

Mr. He has entered into a service contract with the Company for a term of three years with effect from 17 March 2023, subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles, provided that either party may terminate the service contract by serving two months’ notice. Under such service contract, he will not be entitled to any Director’s fee from the Company. However, Mr. He is entitled to an annual basic salary of RMB248,000 and retirement benefit from the aforesaid subsidiaries of the Company, which shall be subject to annual adjustment during the year taking into account prevailing market conditions, his performance and operating results of the Group, and such salary is not covered under any service contract. Mr. He’s remuneration was determined by the Board having regard to his duties and responsibilities, performance, qualification, experience, as well as prevailing market conditions.

Save as disclosed above and save for the common directorships of Mr. He and various Directors in various subsidiaries of the Company, Mr. He had no relationship with any other Directors, senior management, substantial or controlling Shareholders of the Company as at the Latest Practicable Date.

11 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

SUN David Lee

SUN David Lee, aged 59, was appointed as an independent non-executive Director in November 2012. Mr. Sun is also a member of audit committee, remuneration committee and nomination committee of the Company. Mr. Sun is an executive director of Huicheng International Holdings Limited (formerly known as China Outfitters Holdings Limited), the shares of which are listed on the Main Board of the Stock Exchange. Until 2024, he was co-founder and chief operating officer of 01Fintech Group Limited, the general partner of 01Fintech LP (“01Fintech”), a fintech-focused private equity fund. Prior to 01Fintech, he was a director and co-founder of CEC Management Limited, the management company of China Enterprise Capital Limited (“CEC”), a China-focused private equity fund. Prior to CEC, he was a director at Pacific Alliance Group Limited, (now PAG). He was also a consultant in the corporate finance and strategy practice of McKinsey & Company, Inc. in Hong Kong. Prior to his position at McKinsey, Mr. Sun practised law with Mayer Brown and subsequently, Linklaters. Mr. Sun holds a Juris Doctor from the University of Illinois College of Law. He is a registered attorney in Illinois of the U.S..

Mr. Sun has renewed and signed a letter of appointment with the Company for a term of one year with effect from 28 November 2024. Under such appointment letter, Mr. Sun is entitled to a director’s fee of HK$288,000 per annum for his service as an independent non-executive Director. Mr. Sun’s remuneration was determined by the Board having regard to his duties and responsibilities, performance, qualification, experience, as well as prevailing market conditions.

Save as disclosed above, Mr. Sun had no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company as at the Latest Practicable Date.

GENERAL

Save as disclosed above, as at the Latest Practicable Date, none of the Directors who are proposed for re-election at the AGM (i) held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) had any interest in the Shares within the meaning of Part XV of the SFO; or (iii) held any other positions in any member of the Group. Save as disclosed above, there is no information in relation to the re-election of the above re-electing Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of holders of securities of the Company.

APPENDIX II
EXPLANATORY STATEMENT FOR THE BUY BACK MANDATE

This appendix serves as an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM for approving the Buy Back Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 1,408,405,886 Shares (with no treasury shares).

Subject to the passing of the ordinary resolution granting the Buy Back Mandate and on the basis that no further Shares are issued or bought back by the Company prior to the AGM, the Company would be allowed under the Buy Back Mandate to buy back a maximum of 140,840,588 Shares, being 10% of the aggregate number of Shares in issue (excluding treasury shares, if any) as at the Latest Practicable Date.

REASONS FOR PURCHASE

The Directors believe that the Buy Back Mandate is in the best interests of the Company and its Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstances in which the Directors might think it appropriate for the Company to purchase the Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders as a whole as such purchase may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value of the Company and/or earnings per Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider it will benefit the Company and the Shareholders as a whole.

FUNDING OF PURCHASE

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the applicable laws of the Cayman Islands, being the jurisdiction in which the Company was incorporated. Any purchase of Shares will be made out of the profits of the Company, out of the sums standing to the credit of the Share Premium Account or the proceeds of a fresh issue of Shares made for the purpose of the purchase or, if authorised by the Articles and subject to the Companies Act, out of capital. Any premium payable on the purchase shall be made out of either or both of the profits of the Company or from sums standing to the credit of the Share Premium Account or, if authorised by the Articles and subject to the Companies Act, out of capital. In accordance with the laws of the Cayman Islands, the Shares so purchased would be treated as cancelled unless, subject to the Articles, the Directors resolve to hold such Shares in the name of the Company as treasury shares prior to the purchase.

The Directors consider that the exercise of the Buy Back Mandate in full will not have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its latest published audited consolidated accounts for the year ended 31 December 2024). The Directors do not propose to exercise the Buy Back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirement or the gearing level of the Company.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE BUY BACK MANDATE

4. SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the twelve months immediately preceding the Latest Practicable Date were as follows:

Year	Month	Price per Share
		Highest HK$	Lowest HK$
2024	April	0.315	0.217
	May	0.280	0.230
	June	0.370	0.226
	July	0.335	0.250
	August	0.360	0.295
	September	0.420	0.345
	October	0.420	0.280
	November	0.345	0.295
	December	0.620	0.300
2025	January	0.510	0.380
	February	0.420	0.305
	March	0.365	0.300
	April (up to the Latest Practicable Date)	0.320	0.241

5. UNDERTAKING

The Directors will exercise the power of the Company to make purchases pursuant to the Buy Back Mandate in accordance with the Listing Rules and the laws of the Cayman Islands.

As at the Latest Practicable Date, none of the Directors or, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) had any present intention to sell any Shares to the Company in the event that the Buy Back Mandate is approved by the Shareholders at the AGM.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company had notified the Company that he/she/it had a present intention to sell any Shares to the Company, or had undertaken not to do so, in the event that the Buy Back Mandate is approved by the Shareholders at the AGM.

The explanatory statement contained in this Appendix II or the Buy Back Mandate do not contain any unusual features.

APPENDIX II

EXPLANATORY STATEMENT FOR THE BUY BACK MANDATE

6. TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share purchase by the Company, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Famous Ever Group Limited and the parties acting in concert (as defined in the Takeovers Code) with it (the “FE Group”) were interested in 602,813,922 Shares, representing approximately 42.80% of the issued share capital of the Company.

In the event that the Directors should exercise the Buy Back Mandate in full and assuming there is no change in the issued share capital of the Company from the date of passing of the relevant resolution granting the Buy Back Mandate, the aggregate shareholding of the FE Group would be increased to approximately 47.56% of the issued share capital of the Company. As a result, such increase would give rise to an obligation for it to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the power for the Company to purchase Shares pursuant to the Buy Back Mandate to such an extent that an obligation to make a mandatory offer under the Takeovers Code may arise.

In the event that the Directors exercise in full the power to purchase Shares under the Buy Back Mandate, the number of Shares held by the public may fall below 25%. However, the Directors do not intend to exercise the Buy Back Mandate so as to reduce the issued share capital of the Company in public hands to less than 25% (or the relevant prescribed minimum percentage required by the Stock Exchange).

7. SHARES BUY BACK MADE BY THE COMPANY

No purchases of Shares (whether on the Stock Exchange or otherwise) had been made by the Company in the six months preceding the Latest Practicable Date.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

The following are the Proposed Amendments to the Articles. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Articles.

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
2.	(1)	In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.
	WORD	MEANING
	“address”	for the purposes of these Articles, “address” includes an electronic address unless the Act or the Listing Rules require a postal address.
	“announcement”	an official publication of a Notice or document of the Company, including a publication, subject to and to such extent permitted by the Listing Rules, by electronic communication or by advertisement published in the newspapers or in such manner or means ascribed and permitted by the Listing Rules and applicable laws.
	“electronic communication”	a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium.
	“electronic meeting”	a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members and/or proxies by means of electronic facilities.
	“hybrid meeting”	a general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
2.	“Meeting location”	has the meaning given to it in Article 64A.
	“Notice”	written notice unless otherwise specifically stated and as further defined in these Articles: and, where the context so requires, shall include any other document (including any “corporate communication” and “actionable corporate communication” within the meaning ascribed thereto under the Listing Rules) or communication to be served, issued, or given by the Company under these Articles or pursuant to applicable laws and regulations, including the Listing Rules and/or the rules of the competent regulatory authority. For the avoidance of doubt, Notice may be provided in physical or electronic form.
	“physical meeting”	a general meeting held and conducted by physical attendance and participation by Members and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations.
	“Principal Meeting Place”	shall have the meaning given to it in Article 59(2).
	(2)(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic writing or display (such as digital documents or electronic communications), provided that both the mode of service of the relevant document or Notice and the Member’s election comply with all applicable Statutes, rules and regulations;
	(h) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a Notice or document include a Notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
2.	(i) Section 8 and Section 19 of the Electronic Transactions Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;

(j) references to the right of a Member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities;

(i)(k) a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64E; |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
2.	(l) references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

(l) references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;

(m) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise);

(n) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member; and

(k) Section 8 and Section 19 of the Electronic Transactions Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.

(o) unless the context otherwise requires, any reference to “print”, “printed”, or “printed copy” and “printing” shall be deemed to include electronic versions or electronic copies; and

(p) any reference to the term “place” within these Articles shall be construed as applicable only in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment of monies, whether by the Company or by Members, shall not preclude the use of electronic means for such delivery, receipt, or payment. For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, electronic, or hybrid meeting formats, as permitted by applicable laws and regulations. Notices of meetings, adjournments, postponements, or any other references to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the validity or interpretation of the relevant provision. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
3.	(2) Subject to the Act, the Company’s Memorandum and Articles of Association and, where applicable, the Listing Rules; and/or the rules and regulations of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Act. Subject to the Act, the Listing Rules and/or the rules of any competent regulatory authority, the Company is further authorised to hold any repurchased, redeemed or surrendered shares as treasury shares without the need for a separate resolution of the Board for each instance.
9.	Subject to the provisions of the Act, the Listing Rules and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.
17.	(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of nNotices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.
22.	The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such mMember, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
23.	Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a Notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving Notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.
25.	Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such Notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.
35.	When any share has been forfeited, Notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
57.	Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All General meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 64A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board. Notwithstanding any provisions in these Articles, any general meeting or any class meeting may be held by means of such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other, and participation in such a meeting shall constitute presence at such meeting. Unless otherwise in its absolute discretion, determined by the Directors, the manner of convening and the proceedings at a general meeting set out in these Articles shall, mutatis mutandis, apply to a general meeting held wholly by or in combination with electronic means.
58.	The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, convene a physical meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

57.

Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All General meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 64A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board. Notwithstanding any provisions in these Articles, any general meeting or any class meeting may be held by means of such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other, and participation in such a meeting shall constitute presence at such meeting. Unless otherwise in its absolute discretion, determined by the Directors, the manner of convening and the proceedings at a general meeting set out in these Articles shall, mutatis mutandis, apply to a general meeting held wholly by or in combination with electronic means.

58.

The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, convene a physical meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
59.	(1) An annual general meeting must be called by Notice of not less than twenty-one (21) clear days. All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days but if permitted by the Listing Rules, a general meeting may be called by shorter notice, subject to the Act, if it is so agreed: ...

(2) The nNotice shall specify (a) the time and date of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting (the “Principal Meeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The nNotice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such nNotices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors. |
| 61. | (2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy or, for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy shall form a quorum for all purposes. |
| 62. | If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place(where applicable) same place(s) or to such time and place as the(where applicable) such place(s) and in such form and manner referred to in Article 57 as the chairman of the meeting (or in default, the Board) may absolutely determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
63.	(1) The chairman of the Company or if there is more than one chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman at a general meeting. If at any meeting no chairman, is present within fifteen (15) minutes after the time appointed for holding the meeting, or is willing to act as chairman, the deputy chairman of the Company or if there is more than one deputy chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman. If no chairman or deputy chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

63.

(1) The chairman of the Company or if there is more than one chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman at a general meeting. If at any meeting no chairman, is present within fifteen (15) minutes after the time appointed for holding the meeting, or is willing to act as chairman, the deputy chairman of the Company or if there is more than one deputy chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman. If no chairman or deputy chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

(2) If the chairman of a general meeting held in any form is participating in the general meeting using an electronic facility or facilities which is hereby permitted and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 63(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities. |
| 64. | Prior to the holding of a general meeting, the Board may postpone, and at a general meeting, Subject to Article 64C, the chairman may (without the consent of the meeting) or shall at the direction of the meeting, adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned or postponed meeting other than the business which might lawfully have been transacted at the meeting had the adjournment or the postponement not taken place. Notice of a postponement must be given to all Members by any means as the Board may determine. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ nNotice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting details set out in Article 59(2) but it shall not be necessary to specify in such nNotice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give nNotice of an adjournment. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
64A.	(1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

64A.

(1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

(2) All general meetings are subject to the following and, where appropriate, all references to a “Member” or “Members” in this sub-paragraph (2) shall include a proxy or proxies respectively:

(a) where a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

(b) Members present in person or by proxy at a Meeting Location and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened; |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
64A.	(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

64A.

(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting. |
| 64B. | The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
64C.	If it appears to the chairman of the general meeting that:

(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 64A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or

(b) in the case of an electronic meeting or a hybrid meeting, the electronic facilities being made available by the Company have become inadequate; or

(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or

(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid. |
| 64D. | The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
64E.	If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

64E.

If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

(a) when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting);

(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;

(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 64, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and

(d) Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Members. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
64F.	All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting provided that a quorum is present throughout the meeting.
64G.	Without prejudice to other provisions in Article 64, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
66.	(1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting, the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
66.	(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

(a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

(b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

(c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member. |
| 72. | (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting, or postponed meeting, as the case may be.

(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting or postponed meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
74.	If:
(a) any objection shall be raised to the qualification of any voter; or
(b) any votes have been counted which ought not to have been counted or which might have been rejected; or
(c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting or postponed meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or postponed meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive. |
| 76. | The instrument appointing a proxy shall be in such form, including electronic or otherwise, as the Board may determine and in the absence of such determination, shall be in writing, which may include electronic writing, and signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or signed by an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
77.	(1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that electronic address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the electronic address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

77.

(1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that electronic address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the electronic address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
77.	(2) The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the πNotice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting or postponed meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or postponed meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
78.	Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the πNotice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates. The Board may at its absolute discretion decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question.

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

77.

(2) The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the πNotice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting or postponed meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or postponed meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

78.

Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the πNotice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates. The Board may at its absolute discretion decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
79.	A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the Notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting or postponed meeting, at which the instrument of proxy is used.
111.	The Board may meet for the despatch of business, adjourn or postpone and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.
112.	A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or viaby electronic mailmeans to an electronic address from time to time notified to the Company by such Director or by telephone or in such other manner as the Board may from time to time determine.
119.	A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
139.	Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders. For the avoidance of doubt, any dividend, interest, or other sum payable in cash may also be paid by electronic funds transfer on such terms and conditions as the Directors may determine.
149.	Subject to Article 150, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.
150.	Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
158.	(1)(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(3) without the need for any additional consent or notification;

(f) by publishing it on the Company’s website or the website of the Designated Stock Exchange without the need for any additional consent or notification; or

(g) by sending or otherwise making it available to such person through such other means, whether electronically or otherwise, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations. |
| 159. | (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice, documents or publication placed on either the Company’s website or the website of the Designated Stock Exchange, is deemed given or served by the Company on the day it first so appears on the relevant website, unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules; |
| 160. | (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of in any manner permitted by these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it via electronic means or through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an electronic or postal address has been so supplied) by giving the Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred. |

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APPENDIX III AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

Article number	Provisions of the Amended Articles of Association (showing changes to the existing Articles)
167.	No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the mMembers of the Company to communicate to the public.

Article number

Provisions of the Amended Articles of Association (showing changes to the existing Articles)

167.

No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the mMembers of the Company to communicate to the public.

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APPENDIX IV

NOTICE OF AGM

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00828)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Dynasty Fine Wines Group Limited (the “Company”) will be held at 17/F Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on Thursday, 26 June 2025 at 4:00 p.m. (or any adjournment thereof) for the following purposes:

ORDINARY RESOLUTIONS

To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2024;
To consider and, if thought fit, pass with or without modification, the following resolution as an ordinary resolution of the Company:

"THAT:

(a) a final dividend of HK0.35 cents per ordinary share of the Company for the year ended 31 December 2024 (the "Final Dividend") be and is hereby declared and payment be made out of the share premium account of the Company to the shareholders of the Company whose names appear on the register of members of the Company as at the close of business on 15 July 2025, being the record date for determination of entitlement to the Final Dividend; and

(b) any director of the Company be and is hereby authorised to take such action, do such things and execute such further documents as such director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividend."

To consider and approve, each as a separate resolution, if thought fit, the following resolutions (with or without modification) as ordinary resolutions of the Company:

(a) to re-elect Ms. Sophie Phe as a non-executive director of the Company;

(b) to re-elect Mr. Alain Jacques Gilbert Li as a non-executive director of the Company;

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APPENDIX IV

NOTICE OF AGM

(d) to re-elect Mr. Sun David Lee as an independent non-executive director of the Company; and

(e) to authorise the board of directors to fix the remuneration of the directors of the Company;

To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise the board of directors to fix its remuneration;
As special business, to consider and, if thought fit, pass with or without modification, the following resolution as an ordinary resolution of the Company:

“THAT:

(a) subject to paragraph (c) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with shares of the Company (“Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities, and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate number of the 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 in paragraph (a) above, otherwise than pursuant to or in consequence of (i) a Rights Issue (as hereinafter defined); (ii) an issue of Shares upon the exercise of any option granted under any share scheme that complies with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the time being adopted for the grant or issue of Shares or right to acquire Shares; (iii) an issue of Shares upon the exercise of the subscription or conversion rights under the terms of any warrants or any securities of the Company which are convertible into Shares or warrants to subscribe for Shares; or (iv) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

39 -

APPENDIX IV

NOTICE OF AGM

(d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means the allotment, issue or grant of Shares or securities convertible into Shares pursuant to an offer of Shares open for a period fixed by the Directors to the holders of Shares and/or holders of such securities or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or such securities or any class thereof (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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company).

As special business, to consider and, if thought fit, pass with or without modification, the following resolution as an ordinary resolution of the Company:

“THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited 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 of Hong Kong Limited under the Hong Kong Code on Share Buy-backs, and subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate number of Shares which the Directors are authorised to purchase pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution and the said approval shall be limited accordingly; and

40 -

APPENDIX IV

NOTICE OF AGM

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

As special business, to consider and, if thought fit, passing with or without modification, the following resolution as an ordinary resolution of the Company:

“THAT subject to the passing of the resolution nos. 5 and 6 set out in the notice convening this meeting, the general mandate granted to the Directors to exercise powers of the Company to allot, issue and otherwise deal with Shares pursuant to resolution no. 5 set out in the notice convening this meeting be and is hereby extended by the addition thereto of the aggregate number of Shares purchased by the Company under the authority granted pursuant to resolution no. 6 set out in the notice convening this meeting, provided that such number of Shares so purchased shall not exceed 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution.”

SPECIAL RESOLUTION

And as special business, to consider and, if thought fit, pass without modification the following resolution as a special resolution of the Company:

“THAT the amended and restated articles of association of the Company (the “Amended and Restated Articles”) (a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of this meeting for the purposes of identification) be and are hereby approved and adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company with immediate effect after the close of this meeting, and that any one Director or officer of the Company be and is hereby authorised to do all things necessary to implement, or in connection with, the adoption of the Amended and Restated Articles, including the making of each necessary filing with the Registrar of Companies in the Cayman Islands or The Stock Exchange of Hong Kong Limited.”

By Order of the Board

Dynasty Fine Wines Group Limited

Wan Shoupeng

Chairman

Hong Kong, 30 April 2025

APPENDIX IV

NOTICE OF AGM

Notes:

Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a shareholder of the Company.
To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a certified copy thereof, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the AGM and, in such event, the form of proxy shall be deemed to have been revoked.
The transfer books and register of members will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 20 June 2025.
The transfer books and register of members will be closed from Thursday, 10 July 2025 to Tuesday, 15 July 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for the final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 9 July 2025.
Where there are joint holders of any Share, any one of such joint holder may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the AGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
A form of proxy for the AGM will be enclosed with the circular.
As at the date of this notice, the board of Directors comprises three executive Directors, namely, Mr. Wan Shoupeng, Mr. He Chongfu and Mr. Huang Manyou, three non-executive Directors, namely, Mr. Heriard-Dubreuil Francois, Ms. Sophie Phe and Mr. Alain Jacques Gilbert Li, and three independent non-executive Directors, namely, Mr. Yeung Ting Lap Derek Emory, Mr. Sun David Lee and Ms. Chung Wai Hang.

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Dynasty Fine Wines Group Limited Proxy Solicitation & Information Statement 2025

49493_rns_2025-04-29_ac719710-b5ca-4078-a8e0-323b09afcb9e.pdf

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

PROPOSALS FOR

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

PROPOSALS FOR

INTRODUCTION

PROPOSED GRANT OF ISSUE MANDATE, BUY BACK MANDATE AND EXTENSION MANDATE

PROPOSED PAYMENT OF FINAL DIVIDEND

Proposed payment of Final Dividend out of Share Premium Account

Reasons for and effect of the payment of Final Dividend out of the Share Premium Account

Conditions of the payment of the Final Dividend out of the Share Premium Account

PROPOSED RE-ELECTION OF DIRECTORS

AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

AGM

CLOSURE OF REGISTER OF MEMBERS

VOTING BY POLL

RECOMMENDATION

RESPONSIBILITY STATEMENT

GENERAL

HE Chongfu

SUN David Lee

GENERAL

4. SHARE PRICES

5. UNDERTAKING

6. TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

7. SHARES BUY BACK MADE BY THE COMPANY

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

ORDINARY RESOLUTIONS

"THAT:

SPECIAL RESOLUTION

AI assistant

Dynasty Fine Wines Group Limited — Proxy Solicitation & Information Statement 2025

49493_rns_2025-04-29_ac719710-b5ca-4078-a8e0-323b09afcb9e.pdf

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

PROPOSALS FOR

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

PROPOSALS FOR

INTRODUCTION

PROPOSED GRANT OF ISSUE MANDATE, BUY BACK MANDATE AND EXTENSION MANDATE

PROPOSED PAYMENT OF FINAL DIVIDEND

Proposed payment of Final Dividend out of Share Premium Account

Reasons for and effect of the payment of Final Dividend out of the Share Premium Account

Conditions of the payment of the Final Dividend out of the Share Premium Account

PROPOSED RE-ELECTION OF DIRECTORS

AMENDMENT AND RESTATEMENT OF ARTICLES OF ASSOCIATION

AGM

CLOSURE OF REGISTER OF MEMBERS

VOTING BY POLL

RECOMMENDATION

RESPONSIBILITY STATEMENT

GENERAL

HE Chongfu

SUN David Lee

GENERAL

4. SHARE PRICES

5. UNDERTAKING

6. TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

7. SHARES BUY BACK MADE BY THE COMPANY

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

ORDINARY RESOLUTIONS

"THAT:

SPECIAL RESOLUTION

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Dynasty Fine Wines Group Limited Proxy Solicitation & Information Statement 2025