eBroker Group Limited — Proxy Solicitation & Information Statement 2019

Mar 29, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

eBROKER GROUP LIMITED 電子交易集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8036)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of eBroker Group Limited (the “ Annual General Meeting ”) to be held at Room 603, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong on Friday, 3 May 2019 at 10:00 a.m. is set out on pages 19 to 24 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ebrokersystems.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish.

This circular will remain on the “Latest Company Announcements” page of the website of GEM of the Stock Exchange at www.hkgem.com for a minimum period of 7 days from the date of publication and on the website of the Company at www.ebrokersystems.com.

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

29 March 2019

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

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

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CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	AGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . .		15
AGM NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19

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DEFINITIONS

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

• “AGM Notice”

• the notice for convening the Annual General Meeting, which is set out on pages 19 to 24 of this circular

• “Annual General Meeting” the annual general meeting of the Company to be held at Room 603, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong on Friday, 3 May 2019 at 10:00 a.m., or any adjournment thereof

• “Articles of Association” the articles of association of the Company as amended, supplemented and otherwise modified from time to time

• “Board” the board of Directors

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

• “Companies Law” the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• “Company” eBroker Group Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its Shares listed on GEM

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

• “core connected person” has the meaning ascribed to it under the GEM Listing Rules

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

• “GEM” GEM of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM, as amended, supplemented, or otherwise modified from time to time

• “Group” the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

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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 Annual General Meeting to allot, issue and/or otherwise deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting the Issue Mandate

• “Latest Practicable Date” 22 March 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Date” 19 February 2019, being the date on which the Shares are listed on GEM

• “Nomination Committee” nomination committee of the Board

• “Repurchase Mandate”

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of the issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented and otherwise modified from time to time

• “Share(s)” ordinary share(s) of nominal value of HK$0.001 each in the capital of the Company

• “Shareholder(s)” the holder(s) of the Share(s)

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

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

• “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs, as amended from time to time

• “%” per cent

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LETTER FROM THE BOARD

eBROKER GROUP LIMITED 電子交易集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8036)

Executive Directors:

Mr. Chan Lap Tak, Douglas (Chairman) Mr. Lo Chi Ho (Chief executive officer)

Independent non-executive Directors:

Mr. Chan Chi Kwong, Dickson Mr. Liu Kin Sing Mr. Au Yeung Po Fung

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

Headquarters and principal place of business in Hong Kong:

Room 603

China Insurance Group Building 141 Des Voeux Road Central Hong Kong

29 March 2019

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the AGM Notice and the following proposals to be put forward at the Annual General Meeting: (a) granting of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; and (b) the re– election of the retiring Directors.

2. ISSUE MANDATE

Pursuant to the resolutions passed by the Shareholders at an extraordinary general meeting held on 22 January 2019, a general mandate was granted to the Directors to allot, issue and deal with Shares. Such mandate will expire at the conclusion of the Annual General Meeting. In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, an ordinary

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LETTER FROM THE BOARD

resolution will be proposed at the Annual General Meeting to approve the granting of the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, 1,230,000,000 Shares have been fully issued and paid. Subject to the passing of the ordinary resolution numbered 5(A) set out in the AGM Notice and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 246,000,000 Shares.

In addition, subject to a separate approval of the ordinary resolution numbered 5(C) set out in the AGM Notice, the number of Shares purchased by the Company under the ordinary resolution numbered 5(B) set out in the AGM Notice will be added to extend the Issue Mandate as mentioned in the ordinary resolution numbered 5(A) set out in the AGM Notice provided that such additional value shall not exceed 10% of the total number of issued Shares as at the date of passing the resolution in relation to the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.

3. REPURCHASE MANDATE

Pursuant to the written resolutions passed by the Shareholders at an extraordinary general meeting held on 22 January 2019, a general mandate was granted to the Directors to repurchase Shares. Such mandate will expire at the conclusion of the Annual General Meeting. In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to repurchase Shares, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the GEM Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution in relation to the Repurchase Mandate at the Annual General Meeting.

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 84 of the Articles of Association, 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 and will be eligible for re-election, provided that every Director shall be subject to retirement by rotation at least once every three years. In accordance with article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting after his appointment and any

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LETTER FROM THE BOARD

Director appointed as an addition to the Board shall hold office until the next following annual general meeting of the Company after his appointment. Each of them shall then be eligible for re-election.

In reviewing the structure of the Board, the Nomination Committee and the Board will consider the Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board’s composition.

Taking into account the nomination policy and board diversity policy of the Company, the Nomination Committee and the Board consider that each of Mr. Chan Chi Kwong Dickson, Mr. Liu Kin Sing and Mr. Au Yeung Po Fung possesses the relevant experience necessary for serving as an independent non-executive Director. In addition, the Board also considered that each of Mr. Chan’s, Mr. Liu’s and Mr. Au Yeung’s cultural background, educational background, and work experience can bring further contributions to the Board’s diversity. As such, the Nomination Committee proposed the re-appointment of Mr. Chan Chi Kwong Dickson, Mr. Liu Kin Sing and Mr. Au Yeung Po Fung to the Board for it to recommend to the Shareholders for re-election at the Annual General Meeting. The Board believes the proposed re-election of Mr. Chan, Mr. Liu and Mr. Au Yeung as independent non-executive Directors is in the best interests of the Company and its Shareholders.

Accordingly, Mr. Chan Lap Tak, Douglas, Mr. Lo Chi Ho, Mr. Chan Chi Kwong Dickson, Mr. Liu Kin Sing and Mr. Au Yeung Po Fung shall retire from office by rotation at the Annual General Meeting and, being eligible, will offer himself for re-election at the Annual General Meeting.

The Nomination committee has assessed and reviewed each of the independent non-executive Directors’ annual written confirmation of independence based on the independence criteria as set out in Rule 5.09 to the GEM Listing Rules and confirmed that all independent non-executive Directors remain independent.

Biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

5. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining Shareholders’ entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 29 April 2019 to Friday, 3 May 2019 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 26 April 2019.

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LETTER FROM THE BOARD

6. AGM NOTICE

Set out on pages 18 to 23 of this circular is the AGM Notice at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the Issue Mandate and the Repurchase Mandate, and the re-election of the retiring Directors.

7. FORM OF PROXY

A form of proxy is enclosed with this circular for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ebrokersystems.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

8. VOTING BY POLL

There is no Shareholder who has any material interest in the proposed resolutions regarding the Issue Mandate and the Repurchase Mandate, therefore none of the Shareholders is required to abstain from voting on such resolutions.

Pursuant to Rule 17.47(4) of the GEM Listing Rules and article 72 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the AGM Notice will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information

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LETTER FROM THE BOARD

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.

10. RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the Issue Mandate and the Repurchase Mandate, and the re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully By order of the Board eBroker Group Limited Chan Lap Tak, Douglas Chairman

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, none of the following Directors held any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

EXECUTIVE DIRECTORS

Mr. CHAN Lap Tak, Douglas（陳立德） , aged 53, is the executive Director, founder of the Group and Chairman. Mr. Chan is responsible for formulating and monitoring the Company’s overall strategic plan and research and development. Mr. Chan is the architect of the global order management system as well as a key researcher of the alpha investment model. Mr. Chan has over 30 years of experience in the securities and derivatives field in the United States and Hong Kong. He was the first generation involved in financial network computing technologies with over 30 years of experience on the Arpanet/Internet and over 27 years of experience in the brokerage industry. Prior to founding the Group, Mr. Chan was a vice president and executive director at The Goldman Sachs Group, Inc. in the United States, a global investment banking, securities and investment management firm that provides a wide range of financial services and listed on the New York Stock Exchange (stock symbol: GS), between July 1991 and January 2000 and helped in setting up its Asian equity derivatives business in 1994. He was also a member of the quantitative strategies group at The Goldman Sachs Group, Inc. and was responsible for developing various global trading and risk management systems for both cash and equity derivatives. Mr. Chan was then transferred to the Hong Kong office in September 1994 and gained experience with trading systems at both the Stock Exchange and the Hong Kong Futures Exchange. He worked at The Bear Stearns Companies, Inc., a New York-based global investment bank and securities trading and brokerage firm as vice president in advanced technologies between August 1987 and September 1989. In the late 1980s, he was also the first generation in developing program trading system in a distributed computing environment when he worked at Salomon Brothers, an investment banking firm providing investment-banking, securities underwriting, and foreign exchange trading services as manager of systems programming between October 1989 and July 1991 in the United States.

Mr. Chan was a member of the derivatives market consultative panel of HKEX from June 2009 to May 2015. He was awarded the Hong Kong Computer Society Outstanding IT Achiever Awards 2008 – IT Professional Competency Award in March 2009.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan graduated from the State University of New York at Stony Brook, United States as the Valedictorian with a bachelor’s degree of science majoring in computer science in May 1985 and was further awarded the degree of master of science majoring in computer science by the New York University, United States in May 1992.

Mr. Chan has entered into a service agreement with the Company for a term of three years commencing from the Listing Date until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Pursuant to the service agreement, Mr. Chan is entitled to receive a monthly director’s fee of HK$119,450 and is also entitled to an annual discretionary bonus to be determined by the Board. The remuneration of Mr. Chan has been determined on the basis of his performance, responsibilities, commitment and tenure.

As at the Latest Practicable Date, Mr. Chan was deemed to be interested in 2,291,420 Shares which was held by his spouse Ms. Cheung Mee Kuen Amy within the meaning of Part XV of the SFO.

Mr. LO Chi Ho （盧志豪） , aged 46, is the executive Director and chief executive officer. Mr Lo is responsible for developing the Group’s solutions with the latest technology. Mr. Lo has over 16 years of experience in the software industry and more than 10 years of experience in applying the latest technology to improve finance business processes. Prior to joining the Group in 2007, Mr. Lo worked for Hongkong and Shanghai Banking Corporation, a licensed bank in Hong Kong, as an IT project manager of CIBM IT cross products between September 2006 and July 2007 and he was responsible for project management in relation to information technology.

Mr. Lo has been a Microsoft Certified Professional (MCP), Microsoft Certified Professional + Internet (MCP + Internet), Microsoft Certified System Engineer (MCSE), Microsoft Certified Database Administrator (MCDBA), Microsoft Certified System Engineer + Internet (MCSE+Internet) accredited by Microsoft Corporation that validates IT professional and developer technical expertise since 2000.

Mr. Lo graduated from the University of Michigan, United States with the degree of bachelor of science in engineering in August 1994. He subsequently obtained a degree of master of science in information systems management from the Hong Kong University of Science and Technology in November 2003.

Mr. Lo has entered into a service agreement with the Company for a term of three years commencing from the Listing Date until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Pursuant to the service agreement, Mr. Lo is entitled to receive a monthly director’s fee of HK$115,000 and is also entitled to an annual discretionary bonus to be determined by the Board. The remuneration of Mr. Lo has been determined on the basis of his performance, responsibilities, commitment and tenure.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Lo had an interest of 9,100,010 Shares within the meaning of Part XV of the SFO.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. CHAN Chi Kwong Dickson（陳智光） , aged 47, was appointed as the independent non-executive Director on 19 June 2018. He is a member of the audit committee and nomination committee.

Mr. Chan has over 25 years of experience in accounting in Hong Kong. Between September 1989 and March 1991, he worked as an accounts clerk at L&D Investment Ltd. He was later employed by Yip, Leung & Chan, Certified Public Accountants, as an audit clerk from April 1991 to June 1992. Afterwards, he was an audit semi-senior of Chan, Wong, Chung & Co. and Philip P.L. Choi & Co., both of which are Certified Public Accountants, for the period from June 1992 to August 1993 and from January 1994 to April 1996, respectively. Further, Mr. Chan worked for H.M. Tsang & Mak and RSM Nelson Wheeler (following the merger of Lai & Fan, Sothertons and Nelson Wheeler on 1 January 1999), both of which are Certified Public Accountants, as an audit senior for the period from April 1996 to January 1997 and from January 1997 to October 2003, respectively.

Subsequently, Mr. Chan acted as a practising accountant of Dickson C.K. Chan, Certified Public Accountants for the period from January 2004 to December 2006, where he was a sole proprietor involved in providing assurance and tax services. He later founded and was a partner of FC Partners CPA Limited, from January 2007 to May 2014. Afterwards, Mr. Chan co-founded CF Partners Limited, Certified Public Accountants, in November 2009 and is now a partner therein. He has also been a director and partner of JH CPA Alliance Limited, Certified Public Accountants, since January 2010, where he is responsible for providing assurance and tax advisory services. Mr. Chan also founded Infinity Assurance Limited, Certified Public Accountants, in June 2014.

Between December 2011 and April 2013, Mr. Chan was an independent non-executive director of Megalogic Technology Holdings Limited (currently known as New Western Group Limited) (stock code: 8242), the shares of which are listed on GEM and is principally engaged in the integrated circuit business, property management and money lending business. From October 2016 to September 2018, Mr. Chan was the company secretary of Coastal Corporation Limited. Since July 2018, Mr. Chan has been the chief financial officer of iCentury Holdings Limited (stock code: 8507), the shares of which are listed on GEM and is an apparel supply chain management services provider.

Mr. Chan has been registered as a certified public accountant of the Hong Kong Institute of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants) since January 2004 and has been a member since March 2001. In December 2008, he became a fellow of the Hong Kong Institute of Certified Public Accountants. He has been a member of The Association of Chartered Certified Accountants since November 2000 and was admitted as a fellow in November 2005. In November 2004, Mr. Chan obtained a master degree of Corporate Finance from The Hong Kong Polytechnic University and a degree in Bachelor of Laws from City University of Hong Kong in October 2014.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan Chi Kwong Dickson was a director of the following company which was dissolved with details as follows:

	Place of	Nature of	Date of	Means of
Name of company	incorporation	business	dissolution	dissolution
FC Partners Accounting	Hong Kong	Accounting	30 May 2014	Deregistration
Limited（博智會計事
務所有限公司）

Mr. Chan confirms that there is no wrongful act on his part leading to the above dissolution of the company and he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolution of the company.

Mr. Chan has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Chan is entitled to receive an annual remuneration of HK$180,000 for acting as an independent non-executive Director. The remuneration of Mr. Chan has been determined on the basis of his performance, responsibilities, commitment and tenure.

Mr. LIU Kin Sing（廖健昇） , aged 50, was appointed as the independent non-executive Director on 19 June 2018. He is the chairman of the remuneration committee and a member of the audit committee and nomination committee.

Mr. Liu has over 26 years of experience in the legal industry in Hong Kong. He started his career as an articled clerk in Boase Cohen & Collins Solicitors & Notaries (“ BC&C ”), a law firm in Hong Kong, between August 1991 and July 1993, and was an assistant solicitor there between August 1993 and April 1995. In September 1999, he re-joined BC&C as a consultant and has been a partner of BC&C since December 2000.

Mr. Liu is also a member of the Board of Review (Inland Revenue Ordinance) and the Transport Tribunals’ Panel. He is also an independent director of the Travel Industry Council of Hong Kong. He was also a member of the Solicitors Disciplinary Tribunal Panel between 15 January 2005 and 14 January 2017.

Mr. Liu is also an honorary legal adviser of the Hong Kong Small and Medium Enterprises Association, an honorary legal adviser of the International Association of Lions Clubs District 303 Hong Kong & Macao, China and the legal adviser of the Hong Kong General Chamber of Young Entrepreneurs.

Mr. Liu graduated from the University of Hong Kong with a bachelor degree of laws in December 1990. He then went on to obtain a Postgraduate Certificate in Laws from the same university in June 1991. Mr. Liu was admitted as a solicitor in the supreme court of Hong Kong in September 1993. In June 2008, Mr. Liu obtained a master of business

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

administration from the Kellogg School of Management, Northwestern University jointly with the School of Business and Management of the Hong Kong University of Science and Technology.

Mr. Liu Kin Sing was a director of the following companies which were dissolved with details as follows:

	Place of	Nature of	Date of	Means of
Name of company	incorporation	business	dissolution	dissolution
Welcas Limited（滙啟有	Hong Kong	Property	15 February	Deregistration
限公司）		investment	2019
Boacoh Services	Hong Kong	Company	15 February	Deregistration
Limited		secretarial	2002
		services
Wintact Limited（衛德	Hong Kong	Investment	22 June 2001	Deregistration
有限公司）		holding

Mr. Liu confirms that there is no wrongful act on his part leading to the above dissolution of the companies and he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolution of the companies.

Mr. Liu has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Liu is entitled to receive an annual remuneration of HK$180,000 for acting as an independent non-executive Director. The remuneration of Mr. Liu has been determined on the basis of his performance, responsibilities, commitment and tenure.

Mr. AU YEUNG, Po Fung （歐陽寶豐） , aged 51, was appointed as the independent non-executive Director on 19 June 2018. He is the chairman of the audit committee and a member of the remuneration committee.

Mr. Au Yeung has over 27 years of experience in property development, financing, credit control, tax and other financial matters. Mr. Au Yeung has worked at various financial institutions, conglomerates and international audit firms. He holds or has held the following positions:

	Stock code (if listed
	on the Stock	Principal business	Position and	Period of
Employer	Exchange)	activity(s)	responsibilities	employment
Redsun Properties	1996	Property development	Independent non-executive	June 2018 – present
Group Limited			director
Shanshan Brand	1749	Design, marketing and	Independent non-executive	May 2018 – present
Management Co.,		sale of formal and	director
Ltd.		casual business
		menswear

– 12 –

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

	Stock code (if listed
	on the Stock	Principal business	Position and	Period of
Employer	Exchange)	activity(s)	responsibilities	employment
GR Properties Limited	108	Property development	Independent non-executive	July 2017 – present
		and investment	director
China LNG Group	931	Investment in property	Independent non-executive	July 2016 – present
Limited		and natural-gas	director
		businesses
Sansheng Holdings	2183	Property development	Vice-president of 福建三盛	September 2017 –
(Group) Co. Ltd.		and investment	房地產開發有限公司(Fujian	January 2018
			Sansheng Property
			Development Company
			Limited), and chief
			financial officer and
			secretary of the board of 利
			福地產發展有限公司(Lifu
			Property Development
			Company Limited)
Smart Faith	N/A	Property development	Chief financial officer	July 2016 –
Management Limited,		and investment		September 2017
a member of the
South China Group
Kiu Hung International	381	Toys, resources and	Independent non-executive	May 2016 –
Holdings Limited		leisure – related	director	September 2016
		businesses
Shanghai Fosun High	N/A	Financial property,	Vice president and chief	February 2014 –
Technology (Group)		steel and healthcare	financial officer	August 2014
Co., Limited
Sun Hung Kai Real	N/A	General management	Chief financial officer –	October 2011 –
Estate Agency Ltd		and agency	Mainland Operations in the	December 2013
			PRC department
Powerlong Real Estate	1238	Property development	Deputy president, chief	November 2007 –
Holdings Limited		and investment	financial officer, company	October 2011
			secretary and authorised
			representative
Hong Kong Exchanges	388	Stock market and	Senior manager of the	January 2001 –
and Clearing Limited		futures market operator	Clearing Division	January 2005
Dao Heng Bank	N/A	Banking	Financial accountant	June 1998 – January
Limited				2001
Fu Wah International	N/A	Property development	Financial controller	December 1996 –
Enterprises Group		and management		May 1998
Ltd.
Andersen Consulting	N/A	Providing accounting,	Assistant manager,	July 1990 –
		tax and consulting	management accounting in	December 1996
		services	the practice competency
			group

Mr. Au Yeung has been a fellow member of the Institute of Chartered Accountants in England and Wales since July 2015, a chartered financial analyst of the CFA Institute since September 2006, a fellow member of the Association of Chartered Certified Accountants since November 2000, and a fellow of the Hong Kong Institute of Certified Public Accountants since May 2003.

Mr. Au Yeung graduated from Hong Kong Polytechnic (currently known as The Hong Kong Polytechnic University) in November 1990 with a degree of bachelor of arts in business studies.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Au Yeung, Po Fung was a director of the following company which was dissolved with details as follows:

	Place of	Nature of	Date of	Means of
Name of company	incorporation	business	dissolution	dissolution
Uniford Asia Limited	Hong Kong	Investment	18 May 2001	Striking off
（統發亞洲有限公司）		holding

Mr. Au Yeung confirms that there is no wrongful act on his part leading to the above dissolution of the company and he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolution of the company.

Mr. Au Yeung has entered into a letter of appointment with the Company for a term of three years commencing from the Listing Date until terminated by either party by giving not less than three months’ notice in writing to the other, and subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Au Yeung is entitled to receive an annual remuneration of HK$180,000 for acting as an independent non-executive Director. The remuneration of Mr. Au Yeung has been determined on the basis of his performance, responsibilities, commitment and tenure.

– 14 –

EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required by Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide all the information reasonably necessary to enable Shareholders to make an informed decision on whether to approve the Repurchase Mandate.

GEM LISTING RULES

The GEM Listing Rules permit companies with a primary listing on GEM to repurchase their Shares on the Stock Exchange subject to certain restrictions.

SHAREHOLDERS’ APPROVAL

All proposed repurchases of Shares by a company with a primary listing on GEM must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 1,230,000,000 Shares of nominal value of HK$0.001 each which have been fully paid. Subject to the passing of the resolution in relation to the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 123,000,000 Shares which represent 10% of the total number of issued Shares as at the date of the Annual General Meeting during the period in which the Repurchase Mandate remains in force.

REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company’s net asset value and/or its earnings per Share.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.

FUNDING OF REPURCHASE

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the GEM Listing Rules, the memorandum of association of the Company, the Articles of Association, the Companies Law and other applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases

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EXPLANATORY STATEMENT

APPENDIX II

with profits of the Company or out of proceeds of a new issuance of Shares made for the purpose of the repurchase or out of the Company’s share premium account or, if authorised by the Articles of Association and subject to the Companies Law, out of capital.

The Directors believe that if the Repurchase Mandate is exercised in full, it may have a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2018. The Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

SHARE PRICES

Since the Company was listed on GEM on 19 February 2019, the highest and lowest prices at which the Shares had been traded on GEM from the Listing Date to the Latest Practicable Date were as follows:

	Highest	Lowest
Month	prices	prices
	HK$	HK$
2019
February	0.360	0.215
March (up to the Latest Practicable Date)	0.265	0.200

INTENTION TO SELL SHARES, UNDERTAKING AND CONNECTED PERSON

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

No core connected person has notified the Company that he or she or it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

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

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the

– 16 –

EXPLANATORY STATEMENT

APPENDIX II

meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Company, the following Shareholders were interested in more than 10% of the Shares then in issue. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the total interests of such Shareholders in the Shares would be increased to approximately the percentages set out in the last column as follows (assuming there is no other change in the issued share capital of the Company):

			Approximate
			% of issued
			share
			capital as at
		Approximate	the Latest
		% of issued	Practicable
		share	Date if the
		capital as at	Repurchase
	Number of	the Latest	Mandate is
	Shares	Practicable	exercised in
Name of Shareholders	interested	Date	full
Quantsmile (BVI) Limited (Note 1)	411,902,870	33.49%	37.21%
Eagle Business Consulting Limited
(Notes 2 and 3)	634,546,910	51.59%	57.32%
Good Steward Foundation Limited
(Notes 3 and 4)	634,546,910	51.59%	57.32%
Financial Data Technologies Limited
(Note 5)	130,000,000	10.57%	11.74%
Mr. Nie Lehui (Note 5)	130,000,000	10.57%	11.74%
Glory Sight Holdings Ltd. (Note 6)	87,812,200	7.09%	7.93%
Mr. Wong Tit Shing (Note 6)	87,812,200	7.09%	7.93%

Notes:

1. Quantsmile (BVI) Limited (“ Quantsmile (BVI) ”) is an investment holding company incorporated in the BVI and is held as to approximately 50.85% by Eagle Business Consulting, 23.73% by Supergrand Corporation and 25.42% jointly by Mr. Chan Lap Tak, Douglas (“ Mr. Douglas Chan ”) (our executive Director) and Ms. Cheung Mee Kuen Amy (the spouse of Mr. Douglas Chan). By virtue of the SFO, Eagle Business Consulting Limited (“ Eagle Business Consulting ”) is deemed to be interested in the Shares held by Quantsmile (BVI) in the Company.

2. Eagle Business Consulting is an investment holding company incorporated in Hong Kong and is held as to approximately 95.19% by Good Steward Foundation, 4.76% by Ms. Cheung Mee Kuen Amy (the spouse of Mr. Douglas Chan) and 0.05% by Mr. Ng Chung Fai Nicholas. By virtue of the SFO, Good Steward Foundation Limited (“ Good Steward Foundation ”) is deemed to be interested in the Shares held by Quantsmile (BVI), which holds approximately 33.49% interests in the Company. Eagle Business Consulting also directly holds approximately 18.10% interest in the Company. By virtue of the SFO, Good Steward Foundation is deemed to be interested in the Shares held by Eagle Business Consulting in the Company.

– 17 –

EXPLANATORY STATEMENT

APPENDIX II

1. Good Steward Foundation is a charitable company incorporated in Hong Kong and holds approximately 95.19% interest in Eagle Business Consulting, which holds approximately 50.85% in Quantsmile (BVI), which in turn holds approximately 33.49% interests in the Company. By virtue of the SFO, Good Steward Foundation is deemed to be interested in the Shares held by Eagle Business Consulting.

2. Financial Data Technologies Limited is beneficially wholly owned by Mr. Nie Lehui.

3. Glory Sight Holdings Ltd. (“ Glory Sight ”) is an investment holding company incorporated in the BVI and is held as to 70% by Mr. Wong Tit Shing and 30% by Mr. Luke Hung Pong, Patrick, each an independent third party. By virtue of the SFO, Mr. Wong Tit Shing is deemed to be interested in the Shares held by Glory Sight in the Company.

In the event that the Repurchase Mandate is exercised in full and assuming that there is no other change in the issued share capital of the Company between the Latest Practicable Date and the date of repurchase, the shareholdings of these Shareholders in the Company would be increased to approximately the respective percentages as shown in the last column of the table above. Such increases will give rise to an obligation for Quantsmile (BVI) to make a mandatory offer for all the issued Shares under Rule 26 and Rule 32 of the Takeovers Code. As at the Latest Practicable Date, the Directors have no present intention to exercise the Repurchase Mandate to such an extent which would result in takeovers obligation under the Takeovers Code.

The GEM Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be in public hands. The Directors have no intention to exercise the Repurchase Mandate to such extent that would result in the number of the Shares held by the public falling below the prescribed minimum percentage required by the Stock Exchange.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company from the Listing Date to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

– 18 –

AGM NOTICE

eBROKER GROUP LIMITED 電子交易集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8036)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ Annual General Meeting ”) of eBroker Group Limited (the “Company”) will be held at Room 603, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong on Friday, 3 May 2019 at 10:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2018 and the reports of the directors and auditors thereon;

2. (A) To re-elect Mr. Chan Lap Tak, Douglas as an executive director of the Company;

3. (B) To re-elect Mr. Lo Chi Ho as an executive director of the Company;

4. (C) To re-elect Mr. Chan Chi Kwong Dickson as an independent non-executive director of the Company;

5. (D) To re-elect Mr. Liu Kin Sing as an independent non-executive director of the Company;

6. (E) To re-elect Mr. Au Yeung Po Fung as an independent non-executive director of the Company;

7. To authorise the board of directors of the Company to fix the remuneration of the respective directors;

8. To re-appoint RSM Hong Kong as auditors of the Company and authorise the board of directors of the Company to fix their remuneration for the year ending 31 December 2018;

9. To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

10. (A) “ That :

    • (i) subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of the Hong Kong Limited (the “ Stock Exchange ”), a general mandate be and is hereby generally and unconditionally given to the directors of the Company (the “ Director(s) ”) during the Relevant Period (as defined

– 19 –

AGM NOTICE

hereinafter) all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company);

• (ii) the mandate in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such powers after the end of the Relevant Period;

• (iii) the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to:

• (a) any Rights Issue (as defined hereinafter);

• (b) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares of the Company;

• (c) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or

• (d) any issue of shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company,

shall not exceed the aggregate of:

• (1) 20% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be allotted and issued under the

– 20 –

AGM NOTICE

mandate in paragraph (i) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation and subdivision shall be the same; and

• (2) (if the Directors are so authorised by resolution numbered 5(C)) the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of resolution numbered 5(B) (up to a maximum equivalent to 10% of the total number of issued shares of the Company as at the date of passing resolution numbered 5(B)),

and the mandate shall be limited accordingly; and

• (iv) for the purpose of this resolution:

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

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

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

  • (3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

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

– 21 –

AGM NOTICE

(B) “ That :

• (i) subject to paragraph (ii) of this resolution, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined hereinafter) all the powers of the Company to repurchase shares of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and which is recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange and, subject to and in accordance with all applicable laws, rules and regulations;

• (ii) the aggregate number of shares to be repurchased pursuant to the mandate in paragraph (i) of this resolution shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (i) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation and subdivision shall be the same, and the mandate shall be limited accordingly; and

• (iii) for the purpose of this resolution:

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

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

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

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

• (C) “ That conditional upon the resolutions numbered 5(A) and 5(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the resolution numbered 5(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted and issued or agreed conditional or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the number of shares of the Company repurchased by

– 22 –

AGM NOTICE

the Company under the mandate granted pursuant to the resolution numbered 5(B) set out in this notice, provided that such extended amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of the said resolution.”

By order of the Board eBroker Group Limited Chan Lap Tak, Douglas Chairman

Hong Kong, 29 March 2019

Registered office:

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

Headquarters and principal place of business in Hong Kong: Room 603

China Insurance Group Building 141 Des Voeux Road Central Hong Kong

Notes:

• (i) All resolutions at the Annual General Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the GEM Listing Rules.

• (ii) A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one proxy or if he/she/it holds two or more shares, more than one proxy to attend, speak and vote in his/her/it stead. A proxy does not need to be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.

• (iii) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

• (iv) Delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 23 –

AGM NOTICE

• (v) The register of members of the Company will be closed from Monday, 29 April 2019 to Friday, 3 May 2019, both dates inclusive, in order to determine the eligibility of shareholders to attend and vote at the Annual General Meeting, during which period no share transfer will be registered. To be eligible to attend and vote at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 26 April 2019.

• (vi) With reference to ordinary resolution numbered 2 above, all directors of the Company shall retire and being eligible, offered themselves for re-election at the Annual General Meeting. Details of the above retiring Directors are set out in Appendix I to the circular of the Company dated 29 March 2019.

• (vii) In respect of the resolutions numbered 5(A), 5(B) and 5(C) above, the Directors wish to state that they have no immediate plan to issue any new securities or repurchase any shares pursuant to the relevant mandate.

• (viii) In respect of resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the best interests of the Company and the shareholders of the Company as a whole. The explanatory statement containing all information reasonably necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the repurchase mandate, as required by the GEM Listing Rules, is set out in Appendix II to the circular of the Company dated 29 March 2019.

– 24 –