EFT Solutions Holdings Limited - Proxy Solicitation & Information Statement 2022

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 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 EFT Solutions Holdings Limited (the “ Company ”), you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8062)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND EXTENSION MANDATE;

(2) RE-ELECTION OF RETIRING DIRECTORS;

(3) PROPOSED DECLARATION OF FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBER;

(4) RE-APPOINTMENT OF AUDITORS;

(5) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (6) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (“ Annual General Meeting ”) of the Company to be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Friday, 5 August 2022 at 10:00 a.m. is set out on pages 43 to 49 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). 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 Company’s branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, 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 (i.e. by 10:00 a.m., Wednesday, 3 August 2022) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish and in such event, the proxy shall be deemed to be revoked.

This circular will remain on the website of the Stock Exchange at www.hkexnews.hk on the “Latest Company Announcements” page for at least 7 days from the date of its publication and be posted on the website of the Company at www.eftsolutions.com.

30 June 2022

CHARACTERISTICS OF GEM

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

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board 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
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
REPURCHASE MANDATE TO REPURCHASE SHARES . . . . . . . . . . . . . . . . .	5
EXTENSION OF THE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RE-APPOINTMENT OF AUDITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
DECLARATION OF DIVIDEND AND CLOSURE OF
REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES
OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	7
FORM OF PROXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I — DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II — EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX III — PROPOSED AMENDMENTS TO
THE MEMORANDUM AND ARTICLES
OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43

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DEFINITIONS

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

“Amended M&A”
the second amended and restated memorandum and articles of association of the Company proposed to be adopted at the Annual General Meeting
“Annual General Meeting”
the annual general meeting of the Company to be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Friday, 5 August 2022 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages 43 to 49 of circular
“Articles of Association”
the amended and restated articles of association of the Company, as amended from time to time
“Board”
the board of Directors
“Cayman Companies Law”
the Companies Law (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“Company”
EFT Solutions Holdings Limited (俊盟國際控股有限公司), an exempted company incorporated under the laws of the Cayman Islands with limited liability on 26 May 2016
“Director(s)” the director(s) of the Company
“Dividend”
the final dividend proposed to be paid out of the retained earnings of the Company of HK2.00 cent per Ordinary Share in respect of the year ended 31 March 2022
“Existing M&A” the existing amended and restated memorandum and articles of association of the Company

“Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to the effect that the total number of Shares which may be allotted and issued under the General Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate

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DEFINITIONS

“GEM”

the GEM of the Stock Exchange

“GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM

“General Mandate”
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting the General Mandate
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency for the time being of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date” 27 June 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Proposed Amendments” proposed amendments to the Existing M&A
“Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate
“Securities and Futures Ordinance” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“SFC”
the Securities and Futures Commission of Hong Kong
“Share(s)” or “Ordinary Share”
ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company
“Shareholder(s)” the holder(s) of the Share(s)
“Stock Exchange”

The Stock Exchange of Hong Kong Limited

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DEFINITIONS

“Takeovers Code” the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs as approval by the SFC and as amended, supplemented or otherwise modified from time to time “%” per cent.

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LETTER FROM THE BOARD

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8062)

Executive Directors: Mr. Lo Chun Kit Andrew (Chairman) Mr. Lo Chun Wa

Non-executive Directors: Ms. Lam Ching Man Mr. Lui Hin Weng Samuel

Registered office: Windward 3 Regatta Office Park P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Independent non-executive Directors:

Mr. Tso Ping Cheong Brian Mr. Wong Ping Yiu Dr. Wu Wing Kuen B.B.S.

Principal place of business in Hong Kong: Workshops B1 & B3 11/F, Yip Fung Industrial Building 28–36 Kwai Fung Crescent Kwai Chung, New Territories Hong Kong

30 June 2022

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND EXTENSION MANDATE; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED DECLARATION OF FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBER;

(4) RE-APPOINTMENT OF AUDITORS; (5) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (6) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of the retiring Directors; (iii) declaration of final dividend; (iv) the re-appointment of auditors; and (v) the Proposed Amendments and proposed adoption of the Amended M&A.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, approval is to be sought for the Shareholders, pursuant to the GEM Listing Rules, for the General Mandate to issue Shares. An ordinary resolution no. 4(A) will be proposed at the Annual General Meeting to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new shares in the share capital of the Company up to 20% of the number of issued Shares as at the date of the passing of the resolution in relation to the General Mandate. As at the Latest Practicable Date, there was 480,000,000 Shares in issue. Subject to the passing of the above ordinary resolution and on the basis that no further Shares are issued or repurchased 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 96,000,000 Shares.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution no. 4(B) will be proposed at the Annual General Meeting to approve the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of the passing of the resolution in relation to the Repurchase Mandate. As at the Latest Practicable Date, there was 480,000,000 Shares in issue. Subject to the passing of the above ordinary resolution and on the basis that no further Shares are issued or repurchased 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 48,000,000 Shares.

An explanatory statement required by the GEM Listing Rules in connection with the 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 at the Annual General Meeting.

EXTENSION OF THE ISSUE MANDATE

In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the Annual General Meeting to authorize the Directors to extend the Issue Mandate to allot and issue Shares by an amount of shares representing the aggregate nominal value of shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution for approving the Repurchase Mandate.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. Lo Chun Kit Andrew and Mr. Lo Chun Wa; the non-executive Directors are Ms. Lam Ching Man and Mr. Lui Hin Weng Samuel; and the independent non-executive Directors are Mr. Tso Ping Cheong Brian, Mr. Wong Ping Yiu and Dr. Wu Wing Kuen B.B.S. .

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LETTER FROM THE BOARD

Pursuant to Article 108 of the Articles of Association of the Company, Mr. Lo Chun Wa, Mr. Lui Hin Weng Samuel and Mr. Wong Ping Yiu, will retire and, being eligible, offer themselves for re-election at the Annual General Meeting.

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election and appointment is subject to shareholders’ approval at the relevant general meeting. Details of the above named Directors who are proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

RE-APPOINTMENT OF AUDITOR

The Board (which agreed with the view of the audit committee of the Company) recommended that, subject to the approval of the Shareholders at the Annual General Meeting, Elite Partners CPA Limited will be re-appointed as the external auditor of the Company.

DECLARATION OF DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

As mentioned in the results announcement of the Company dated 24 June 2022, it was the intention of the Board to recommend the payment of the dividend out of the retained earnings of the Company of HK2.00 cent per Share in respect of the year ended 31 March 2022 to Shareholders whose names appeared on the register of members of the Company on 12 August 2022, totalling not less than HK$9,600,000, subject to the approval of the Shareholders at the Annual General Meeting and compliance with the Companies Law.

Under Section 34(2) of the Companies Law, the share premium account may be applied by the company paying dividends to shareholders provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business. The Board confirms that with respect to the Dividend, the Company meets the solvency test as laid down under the Companies Law and shall be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the Dividend is proposed to be paid.

The register of members of the Company will be closed for the following periods:

(1) from 2 August 2022 to 5 August 2022, both days inclusive, during which period no transfer of shares will be registered for the purpose of ascertaining the shareholders entitled to attend and vote at the Annual General Meeting; and
(2) from 11 August 2022 to 12 August 2022, both days inclusive, during which period no transfer of shares will be registered for the purpose of ascertaining the shareholders entitled to the final dividend to be approved at the Annual General Meeting.

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LETTER FROM THE BOARD

All completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong, not later than 4:30 p.m. on 1 August 2022 and 10 August 2022 respectively.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 27 June 2022. As set out in the said announcement, the Board proposes to amend the Existing M&A in order to, among other things, (i) bring the Existing M&A in line with the relevant requirements of the GEM Listing Rules and (ii) make some other housekeeping improvements to the Existing M&A for the purposes of clarifying existing practices and making consequential amendments in line with the Proposed Amendments. The Board proposes to seek approval of the Shareholders by special resolution at the Annual General Meeting to amend the Existing M&A by way of adoption of the Amended M&A.

The Company has been advised by its legal advisers as to Hong Kong law that the Amended M&A is not inconsistent with the requirements of the GEM Listing Rules and its legal adviser as to Cayman Islands law that the Amended M&A does not violate the laws of the Cayman Islands. The Company also confirms that there is nothing unusual about the Proposed Amendments for a company listed on GEM.

Details of the Proposed Amendments are set out in Appendix III to this circular and the Proposed Amendments and the adoption of the Amended M&A are subject to the approval of the Shareholders by way of a special resolution at the Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 43 to 49 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve (i) the grant to the Directors of the General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the Extension Mandate; (ii) the re-election of the retiring Directors; (iii) declaration of final dividend; (iv) the re-appointment of auditors; and special resolution will be proposed to Shareholders to consider and approve (v) the Proposed Amendments and proposed adoption of the Amended M&A.

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LETTER FROM THE BOARD

FORM OF PROXY

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). 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 Company’s branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong, as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. by 10:00 a.m., Wednesday, 3 August 2022) or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

VOTING BY WAY OF POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Pursuant to Article 72 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided by poll save that the chairman may, pursuant to the GEM Listing Rules, allow a resolution to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting 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 need not use all his/her/its votes or cast all his/her/its votes in the same way.

An announcement on the results of the vote by poll will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the General Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of the retiring Directors, the declaration of final dividend, the re-appointment of auditors and the adoption of the Amended M&A in the interest of the Company 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.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese version.

Yours faithfully By order of the Board EFT Solutions Holdings Limited Lo Chun Kit Andrew Chairman and Chief Executive Officer

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the particulars of the retiring Directors (as required by the GEM Listing Rules) proposed to be re-elected at the Annual General Meeting.

Save as disclosed herein, none of the following Director holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, none of the following Director has any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the GEM Listing Rules) 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 the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

DIRECTOR CANDIDATES

Executive Director

Mr. Lo Chun Wa , aged 38, was appointed as an executive Director in June 2016. Mr. Lo Chun Wa has worked as the customer service manager of EFT since April 2009 and has been repositioned to chief procurement and logistics officer since January 2017. Mr. Lo Chun Wa is currently responsible for formulating the overall corporate strategic planning, business development and major decision-making of the Group as well as the daily operation and management of procurement and logistics division and warehousing of the Group. Mr. Lo Chun Wa is experienced in electronic payment solutions with over 14 years of experience in customer service and service maintenance aspects. Mr. Lo Chun Wa is the youngest brother of Mr. Lo Chun Kit Andrew and the brother-in-law of Ms. Lam Ching Man.

Mr. Lo Chun Wa has entered into a service contract with the Company for a term of three years commencing from the Listing Date and such appointment continued thereafter unless terminated in accordance with the term of his service agreement. He is also subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the service contract, Mr. Lo Chun Wa is entitled to a monthly director’s remuneration of HK$42,900 and subject to a discretionary bonus, which have been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and prevailing market condition.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Non-executive Director

Mr. Lui Hin Weng Samuel (“Mr. Lui”) , aged 47, was appointed as an independent non-executive Director in November 2016 and has been re-designated from an independent non-executive Director to a non-executive Director in August 2017. Mr. Lui is currently responsible for formulating the overall corporate strategic planning and major decision-making of the Group. Mr. Lui obtained a bachelor’s degree in accountancy from Nanyang Technological University in Singapore in July 1998. Mr. Lui has been a member of the Institute of Singapore Chartered Accountants (previously known as the Institute of Certified Public Accountants of Singapore) since October 2002. Mr. Lui has about 23 years of experience in capital markets, investment banking, private equity, financial and risk management, compliance and auditing.

Mr. Lui has entered into a service contract with the Company for a term of three years commencing from Listing Date and such appointment continued thereafter unless terminated in accordance with the term of his service agreement. He is also subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the service contract. Mr. Lui is entitled to a monthly director’s remuneration of HK$12,000, which have been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and prevailing market condition.

Independent Non-executive Director

Mr. Wong Ping Yiu (“Mr. Wong”) , aged 58, was appointed as an independent non-executive Director in October 2019. He served as an executive director of Shunten International (Holdings) Limited (formerly known as RM Group Holdings Limited) (stock code: 932) from June 2016 to May 2018 and remains as Vice President since May 2018. Mr. Wong has extensive experience in strategic marketing and property leasing.

Mr. Wong has entered into a service contract with the Company for a term of three years commencing from 28 October 2019 and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the service contract, Mr. Wong is entitled to a monthly director’s remuneration of HK$12,000 and subject to a discretionary bonus, which have been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and prevailing market condition.

As at the Latest Practicable Date, Mr. Wong does not have, and is not deemed to have any interests or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

– 11 –

EXPLANATORY STATEMENT

APPENDIX II

This Appendix II serves as an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting authorising the proposed Repurchase Mandate.

This explanatory statement contains all information pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules which is set out as follows:

This Appendix contains the particulars pursuant to Rule 13.08 and other provisions of the GEM Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on GEM or on any other stock exchange on which securities of the company are listed and such exchange is recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 480,000,000 Shares. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased 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 48,000,000 Shares which represent 10% of the total number of issued Shares during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by Cayman Companies Law or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting prior to the next annual general meeting of the Company.

REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole. The Directors have no present intention to repurchase any Shares.

– 12 –

EXPLANATORY STATEMENT

APPENDIX II

FUNDING OF REPURCHASES

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, and the GEM Listing Rules and the applicable laws of Cayman Islands and Hong Kong. Under the Cayman Companies Law, any repurchase by the Company may be made out of profits or share premium of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Cayman Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing the credit of the share premium account of the Company or, subject to the Cayman Companies Law, out of capital.

IMPACT ON WORKING CAPITAL OR GEARING POSITION

The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full at the current prevailing market value, it may not have a material adverse impact on the working capital and/or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 March 2022, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

REPURCHASE OF SHARES MADE BY THE COMPANY

No repurchase of Share has been made by the Company during the last six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates, as defined in the GEM Listing Rules, currently intend to sell any Shares to the Company or its subsidiaries, in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected persons (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any of his/her/its Shares to the Company or its subsidiaries, or have undertaken not to do so, if the Repurchase Mandate is approved and exercised.

– 13 –

EXPLANATORY STATEMENT

APPENDIX II

DIRECTORS’ UNDERTAKING

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

CORE CONNECTED PERSONS

No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.

THE TAKEOVERS CODE AND EFFECT OF THE EXERCISING THE REPURCHASE MANDATE

If as a result of a repurchase of Shares by the Company pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeover Codes as a results of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, LCK Group Limited and Mr. Lo Chun Kit Andrew held 351,220,000 Shares, representing approximately 73% of the total number of the issued Shares. LCK Group Limited is wholly owned by Mr. Lo Chun Kit Andrew, Chairman of the Board, chief executive officer and executive Director. In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of LCK Group Limited and Mr. Lo Chun Kit Andrew will be increased to approximately 80% of the total number of the issued Shares of the Company. To the best knowledge and belief of the Directors, such increase would not give rise to any obligation to make a mandatory offer 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 issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

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

– 14 –

EXPLANATORY STATEMENT

APPENDIX II

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during the period from each of the twelve months proceeding the Latest Practicable Date were as follows:

	Highest	Lowest
Month	traded prices	traded prices
	HK$	HK$
2021
July	0.455	0.370
August	0.450	0.360
September	0.450	0.365
October	0.400	0.345
November	0.375	0.207
December	0.290	0.238
2022
January	0.285	0.241
February	0.340	0.260
March	0.340	0.255
April	0.305	0.255
May	0.350	0.250
June (up to the Latest Practicable Date)	0.270	0.211

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

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

Note: The Amended M&A is prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of any inconsistency, the English version shall prevail.

Memorandum	Provisions in the Amended	Provisions in the Amended	Memorandum (showing	changes to the
No.	Existing Memorandum)
2	The registered office will be situate at the offices of ~~Estera~~Ocorian Trust (Cayman) Limited, ~~Clifton House, 75 Fort Street~~Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands or
	at such other place in the Cayman Islands as the ~~Directors~~directors of the Company may from time to time decide.
4.2	To lend money with or without security either at interest or without and
	to invest money of the Company in such manner as directors think fit.			~~the Directors~~its

5	If the Company is registered as an exempted company as defined in the
	~~Cayman Islands ~~Companies ~~Law~~Act (as revised) of the Cayman Islands, it shall have the power, subject to the provisions of the ~~Cayman Islands~~
	Companies ~~Law~~Act (as revised) of the Cayman Islands and with the approval of a special resolution, to continue as a body incorporated under
	the laws	of any jurisdiction	outside of the Cayman Islands and to be
	de-registered in the Cayman Islands.

Article	Provisions in the Amended Articles (showing changes			to the Existing
No.	Articles)
1(a)	Table “A” of the Companies ~~Law~~Act (as revised) of the shall not apply to the Company.			Cayman Islands
1(b)	Any marginal notes, titles or lead in references to Articles and the index of
	the Memorandum and Articles of Association shall not form part of the
	Memorandum ~~or~~of Association or these Articles of Association and shall not
	affect their	interpretation. In interpreting these Articles		of Association,
	unless there	be something in the	subject or context inconsistent therewith:

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
		address: ~~shall~~ ~~have~~has the ordinary meaning given to it and ~~shall~~ ~~includei~~ncludes any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these
		Articles;
		Board: means the board of Directors ~~of the Company, ~~as constituted from
		time to time, or, as the context may require, the majority of Directors
		present and voting at a meeting of the Directors at which a quorum is
		present;
		Call: ~~shall include~~includes any instalment of a call;
		~~Close~~ ~~Associate~~close associate(s): ~~shall~~ ~~have~~has the meaning ~~as~~ ~~defined~~given to it in the Listing Rules;
		Companies ~~Law~~Act: means the Companies ~~Law~~Act (as revised) of the Cayman Islands (as amended from time to time) and every other act, order
		regulation or other instrument having statutory effect (as amended from
		time to time) for the time being in force in the Cayman Islands applying to
		or affecting the Company, ~~the~~its Memorandum of Association and/or ~~thet~~hese Articles ~~of Association~~;
		Companies Ordinance: means the Companies Ordinance~~, ~~(Cap. 622 of the Laws of Hong Kong) (as amended from time to time~~;~~);
		elected Shares: has the meaning given to it in Article 160(a)(ii)(D);
		Listing Rules: ~~shall~~ ~~mean~~means the Rules Governing the Listing of Securities on ~~the Growth Enterprise Market~~GEM of The Stock Exchange of Hong Kong Limited (as amended from time to time);
		non-elected Shares: has the meaning given to it in Article 160(a)(i)(D);
		Registered Office: means the registered office of the Company for the time
		being as required by the Companies ~~Law~~Act;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
No.	Articles)
	Registration Office: means such place or places in the Relevant Territory
	or elsewhere where the Board from time to time determine to keep a branch
	register of Shareholders ~~of the ~~		~~Company ~~in respect of that class of share
	capital and where (except in		cases where the Board otherwise agrees)
	transfers of other documents		of title for	Shares are to be lodged for
	registration and are to be registered;
	Securities Seal: ~~shall mean~~means a seal for use for sealing certificates for shares or other securities issued by the Company which is a facsimile of the
	Seal ~~of the Company ~~with the addition on			its face of the words Securities
	Seal;
	Share: means a share in	the ~~share ~~capital of the Company and includes
	stock, except where a distinction between stock and Shares is expressed or
	implied;
	Subscription Right Reserve:		has the meaning given to it in Article
	195(a)(i);
	Subsidiary: has the meaning ascribed to it by Section 15 of the Companies
	Ordinance; and
2	~~To the extent that the same is ~~		~~permissible ~~	~~under Cayman Islands law and~~
	~~subject to Article 13, a~~A Special Resolution shall be required to alter the Memorandum of Association of the Company, to approve any amendment of
	~~thet~~hese Articles or to change the name of the Company.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	5(a)	If at any time the share capital of the Company is divided into different
		classes of Shares, all or any of the special rights attached to any class
		(unless otherwise provided for by the terms of issue of the Shares of that
		class) may, subject to the provisions of the Companies ~~Law~~Act, be varied or abrogated ~~either with the consent in writing of the holders of not less than~~
		~~¾ in nominal value of the issued Shares of that class or ~~with the sanction of
		a Special Resolution passed at a separate general meeting of the holders of
		the Shares of that class. To every such separate general meeting the
		provisions of these Articles relating to general meetings shall mutatis
		mutandis apply, but so that the necessary quorum ~~(other than at an~~
		~~adjourned meeting) ~~shall be not less than two persons ~~holding ~~present in person or by proxy (or, in the case of a Shareholder being a corporation, by
		its duly authorised representative) holding or representing by proxy not less
		than one-third in nominal value of the issued Shares of that class~~, that the~~
		~~quorum for any meeting adjourned for want of quorum shall be two~~
		~~Shareholders present in person (or in the case of the Shareholder being a~~
		~~corporation, by its duly authorised representative) or by proxy (whatever~~
		~~the number of Shares held by them) and that any holder of Shares of the~~
		~~class~~ ~~present~~ ~~in~~ ~~person~~ ~~(or~~ ~~in~~ ~~the~~ ~~case~~ ~~of~~ ~~the~~ ~~Shareholder~~ ~~being~~ ~~a~~
		~~corporation, by its duly authorised representative) or by proxy may demand~~
		~~a poll~~.
	8	Any new Shares shall be issued upon such terms and conditions and with
		such rights, privileges or restrictions attached thereto as the general meeting
		resolving upon the creation thereof shall direct, and if no direction be
		given, subject to the provisions of the Companies ~~Law~~Act and of these Articles, as the Board shall determine; and in particular such Shares may be
		issued with a preferential or qualified right to participate in Dividends and
		in the distribution of assets of the Company and with a special right or
		without any right of voting.
	9	The Board may, before the issue of any new Shares, determine that the
		same, or any of them, shall be offered in the first instance, and either at par
		or at a premium, to all the existing holders of any class of Shares in
		proportion as nearly as may be to the number of Shares of such class held
		by them respectively, or make any other provisions as to the allotment and
		issue of such Shares, but in default of any such determination or so far as
		the same shall not extend, such Shares may be dealt with as if they formed
		part of the capital of the Company existing prior to the issue of the same.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	11(a)	All unissued Shares and other securities of the Company shall be at the
		disposal of the Board and it may offer, allot (with or without conferring a
		right of renunciation), grant options over or otherwise dispose of them to
		such persons, at such times, for such consideration and generally on such
		terms (subject to Article 9) as it in its absolute discretion thinks fit, but so
		that no Shares shall be issued at a discount. The Board shall, as regards any
		offer or allotment of Shares, comply with the provisions of the Companies
		~~Law~~Act, if and so far as such provisions may be applicable thereto.
	12(a)	The Company may at any time pay commission to any person for
		subscribing or agreeing to subscribe (whether absolutely or conditionally)
		for any Shares or procuring or agreeing to procure subscriptions (whether
		absolute or conditional) for any Shares, but so that the conditions and
		requirements of the Companies ~~Law~~Act shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at
		which the Shares are issued.
	12(b)	If any Shares are issued for the purpose of raising money to defray the
		expenses of the construction of any works or buildings or the provision of
		any plant which cannot be made profitable within a period of one year, the
		Company may pay interest on so much of that share capital as is for the
		time being paid up for the period and, subject to any conditions and
		restrictions mentioned in the Companies ~~Law~~Act, may charge the sum so paid by way of interest to capital as part of the cost of construction of the
		works or buildings, or the provisions of the plant.
	13(d)	sub-divide its Shares or any of them into Shares of smaller amount than is
		fixed by the Memorandum of Association of the Company, subject
		nevertheless to the provisions of the Companies ~~Law~~Act, and so that the resolution whereby any Share is sub-divided may determine that, as
		between the holders of the Shares resulting from such sub-division, one or
		more of the Shares may have any such preferred or other special rights
		over, or may have such deferred rights or be subject to any such restrictions
		as compared with the others as the Company has power to attach to
		unissued or new Shares;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article Provisions in the Amended Articles (showing changes	Article Provisions in the Amended Articles (showing changes	Article Provisions in the Amended Articles (showing changes	to the Existing
No. Articles)
15(a) Subject to the Companies ~~Law~~Act, or prohibited by any law and subject to any		any other law or so far as not rights conferred on the holders of
any class of Shares, the Company shall have the power to purchase or
otherwise acquire all or any of its own Shares (which expression as used in
this Article includes redeemable Shares) provided that the manner and terms
of purchase have first been authorised by an Ordinary Resolution of the
Shareholders, and to purchase or otherwise acquire warrants and other
securities for the subscription or purchase of its own Shares, and shares and
warrants and other securities for the subscription or purchase of any shares
in any company	which is its Holding Company and may make payment
therefor in any	manner and terms authorised or not prohibited by law,
including out of	capital, or to give, directly or indirectly, by means of a
loan, a guarantee, an indemnity, the provision of security or otherwise
howsoever, financial assistance for the purpose of or in connection with a
purchase or other acquisition made or to be made by any person of any
Shares or warrants or other securities in the Company or any company
which is a Holding Company of the Company and should the Company
purchase or otherwise acquire its own Shares or warrants or other securities
neither the Company nor the Board shall		be required to select the Shares or
warrants or other securities to be purchased or otherwise acquired rateably
or in any other	manner and terms as between the holders of Shares or
warrants or other securities of the same		class or as between them and the
holders of Shares or warrants or other securities of any other class or in
accordance with	the rights as to Dividends or capital conferred by any class
of Shares provided always that any such purchase or other acquisition or
financial assistance shall only be made		in accordance with the relevant
code, rules or regulations issued from		time to time by the HK Stock
Exchange and/or the Securities and Futures Commission			of Hong Kong
from time to time in force.
15(b) Subject to the provisions of the Companies ~~Law~~Act and the Memorandum 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, at the option of the			Company or the
holders thereof, be liable to be redeemed		on such terms and in such manner,
including out of	capital, as the Board may deem fit.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	15(c)	~~Where~~ ~~the~~ ~~Company~~ ~~purchases~~ ~~for~~ ~~redemption~~ ~~a~~ ~~redeemable~~ ~~Share,~~
		~~purchases not made through the market or by tender shall be limited to a~~
		~~maximum price, and if purchases are by tender, tenders shall be available to~~
		~~all Shareholders alike. ~~The Directors may accept the surrender for no consideration of any fully paid Share.
	17(a)	The Board shall cause to be kept the Register and there shall be entered
		therein the particulars required under the Companies ~~Law~~Act.
	17(b)	Subject to the provisions of the Companies ~~Law~~Act, if the Board considers it necessary or appropriate, the Company may establish and maintain a
		principal or branch register of Shareholders at such location as the Board
		thinks fit and, during the Relevant Period, the Company shall keep its
		principal or a branch register of Shareholders in Hong Kong.
	17(c)	During the Relevant Period (except when the Register is closed), any
		Shareholder may inspect during business hours any Register maintained in
		Hong Kong without charge and require the provision to him of copies or
		extracts thereof in all respects as if the Company were incorporated under
		and were subject to the Companies Ordinance. The Company may close any
		Register maintained in Hong Kong in a manner which complies with section
		632 of the Companies Ordinance.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
No.	Articles)
18(a)	Every person whose name is entered as a Shareholder in the Register shall
	be entitled to receive within		the relevant time	limit as prescribed in the
	Companies ~~Law~~Act or as the HK Stock Exchange may from time to time determine, whichever is shorter, after allotment or lodgement of a transfer
	(or within such other period as the conditions of issue shall provide or is
	required by the applicable rules of the stock			exchange of the Relevant
	Territory) one certificate for all his Shares, or,			if he shall so request, in a
	case where the allotment or transfer is of a number of Shares in excess of
	the number for the time being forming a stock			exchange board lot for the
	purposes of the stock exchange of the Relevant Territory on which the
	Shares are listed upon payment of such sum (in the case of a transfer, not
	exceeding in the case of any		share capital listed on a stock exchange in
	Hong Kong, HK$2.50 or such other sum as may from time to time be
	allowed or not prohibited under the Listing Rules, and in the case of any
	other Shares, such sum in	such currency as the Board may from time to
	time determine to be reasonable in the territory in which the relevant
	Register is situated, or otherwise such other sum as the Company may by
	Ordinary Resolution determine) for every certificate after the first as the
	Board may from time to time determine, such			number of certificates for
	Shares in stock exchange board lots or whole multiples thereof as he shall
	request and one for the balance (if any) of the Shares in question, provided
	that in respect of a Share	or	Shares held jointly by several persons the
	Company shall not be bound		to issue a certificate or certificates to each
	such person, and the issue and		delivery of a certificate or certificates to one
	of the joint holders shall be sufficient delivery to all such holders.
19	Every certificate for Shares,		warrants or debentures or representing any
	other form of securities of	the Company shall be issued under the Seal ~~of~~
	~~the Company,~~ which for this purpose may be a duplicate Seal.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	24	The Company may sell, in such manner as the Board thinks fit, any Shares
		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 14 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 intention to sell in default, shall have
		been given, in the manner in which notices may be sent to Shareholders ~~of~~
		~~the Company ~~as provided in these Articles, to the registered holder for the
		time being of the Shares, or the person entitled by reason of such holder’s
		death, bankruptcy or winding-up to the Shares.
	39	Subject to the Companies ~~Law~~Act, all transfers of Shares shall be effected by transfer in writing in the usual or common form or in such other form as
		the Board may accept provided always that it shall be in such a form
		prescribed by the HK Stock Exchange and may be under hand only or, if
		the transferor or transferee is a Clearing House (or its nominee(s)), under
		hand or by machine imprinted signature or by such other means of
		execution as the Board may approve from time to time.
	41(c)	Notwithstanding anything contained in these Articles, the Company shall as
		soon as practicable and on a regular basis record in the principal Register
		all removals of Shares effected on any branch Register and shall at all times
		maintain the principal Register and all branch Registers in all respects in
		accordance with the Companies ~~Law~~Act.
	45	If the Board shall refuse to register a transfer of any Share, it shall, within
		two ~~months~~Months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such
		refusal and, except where the subject Share is not a fully paid Share, the
		reason(s) for such refusal.

– 24 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article Provisions in the Amended Articles (showing changes to the Existing	Article Provisions in the Amended Articles (showing changes to the Existing
	No. Articles)
	62 At all times	during the Relevant Period other than the year of the
	Company’s adoption of these Articles, the Company shall in each financial
	year hold a general meeting as its annual general meeting in addition to any
	other meeting	in that financial year and shall specify the meeting as such in
	the notice calling it~~; and not more than 15~~. Each annual general meeting shall be held within six Months after the end of the Company’s financial
	year (or ~~such~~any longer period ~~as may be ~~authorised by the HK Stock
	Exchange) ~~shall elapse between the date of one annual general meeting of~~
	~~the Company ~~	~~and that of the next. The annual general meeting shall be held~~
	in the Relevant Territory or elsewhere, as may be determined by the Board
	and at such time and place as the Board shall appoint. A meeting of the
	Shareholders	or any class thereof may 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 at such meetings.
	64 The Board may, whenever it thinks fit, convene an extraordinary general
	meeting. ~~Extraordinary~~An extraordinary general ~~meetings~~meeting shall also be convened on the requisition of one or more Shareholders holding, ~~at~~on the date of deposit of the requisition, not less than ~~one tenth~~10% of the ~~paid~~ ~~upv~~oting rights (on a one vote per Share basis) in the issued share capital of the Company ~~having the right of voting at~~. Such Shareholder(s) shall also be entitled to add resolutions to the agenda for the extraordinary general
	~~meetings~~meeting concerned. Such requisition shall be made in writing to the Board or the Secretary for the purpose of requiring an extraordinary general
	meeting to be called by the Board for the transaction of any business
	specified in such requisition. Such meeting shall be held within two Months
	after the deposit of such requisition. If within 21 days of such deposit, the
	Board fails to	proceed to convene such meeting, the requisitionist(s) himself
	(or themselves) may do so in the same manner, 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.
	65(a) in the case of a meeting called as the annual general meeting, by all the
	Shareholders entitled to attend and vote thereat or their proxies; and
	67(a)(iv) the appointment and removal of the Auditors;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to	the Existing
No.	Articles)
68	~~For~~Unless otherwise specified, for all purposes the quorum meeting shall be two Shareholders present in person (or, in	for a general the case of a
	Shareholder being a corporation, by its duly authorised representative) or by
	proxy and entitled to vote. No business shall be transacted at any general
	meeting unless the requisite quorum shall be present at the time when the
	meeting proceeds to business and continues to be present until the
	conclusion of the meeting.
70	The chairman (if any) of the Company or if he is absent or declines to take
	the chair at such meeting, the ~~Vice~~vice chairman (if any) of the Company shall take the chair at every general meeting, or, if there be no such
	chairman or ~~Vice~~vice chairman, or, if at any general meeting neither of such chairman or ~~Vice~~vice chairman is present within 15 minutes after the time appointed for holding such meeting, or both such persons decline to take
	the chair at such meeting, the Directors present shall choose one of their
	number as chairman of the meeting, and if no Director be present or if all
	the Directors present decline to take the chair or if the chairman chosen
	shall retire from the chair, then the Shareholders present shall choose one of
	their number to be chairman of the meeting.
72	At any general meeting a resolution put to the vote of the meeting shall be
	decided by poll save that the chairman of the meeting may, ~~pursuant to the~~
	~~Listing Rules, allow a resolution to be voted on by a show of hands.~~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
	each Shareholder present in person (or, in the case of a Shareholder being a
	corporation, by its duly authorised representative) or by proxy(ies) shall
	have one vote, provided that where more than one proxy is appointed by a
	Shareholder which is a Clearing House (or its nominee(s)), each such proxy
	shall have one vote on a show of hands. For the 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 the Shareholders; 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 Shareholders a reasonable opportunity to express their views.
	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 by:

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	79A	~~Where the Company has knowledge that any Shareholder is, under the~~
		~~Listing Rules, required to abstain from voting on any particular resolution~~
		~~or restricted to voting only for or only against any particular resolution, any~~
		~~votes cast by or on behalf of such Shareholder in contravention of such~~
		~~requirement or restriction shall not be counted. ~~Each Shareholder has the right to speak and vote at a general meeting except where a Shareholder is
		required by the Listing Rules, to abstain from voting to approve the matter
		under consideration. Where the Company has knowledge that any
		Shareholder is, under the Listing Rules, required to abstain from voting on
		any particular resolution or restricted to voting only for or only against any
		particular resolution, any votes cast by or on behalf of such Shareholder in
		contravention of such requirement or restriction shall not be counted.
	85	Any Shareholder entitled to attend and vote at a meeting of the Company
		shall be 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 a
		general meeting of the Company or at a class meeting. A proxy need not be
		a Shareholder ~~of the Company.~~. On a poll or a show of hands votes may be
		given either personally (or, in the case of a Shareholder being a corporation,
		by its duly authorised representative) or by proxy. A proxy shall be entitled
		to exercise the same powers on behalf of a Shareholder who is an individual
		and for whom he acts as proxy as such Shareholder could exercise. In
		addition, a proxy shall be entitled to exercise the same powers on behalf of
		a Shareholder which is a corporation and for which he acts as proxy as such
		Shareholder could exercise if it were a Shareholder who is an individual
		~~Shareholder.~~
	92(a)	Any corporation which is a Shareholder may, by resolution of its directors
		or other governing body or by power of attorney, authorise such person as it
		thinks fit to act as its representative at any meeting of the Company or of
		any class of Shareholders of the Company, and the person so authorised
		shall be entitled to vote and otherwise to exercise the same rights and
		powers on behalf of the corporation which he represents as that corporation
		could exercise if it were a Shareholder who is an individual ~~Shareholder of~~
		~~the Company.~~ References in these Articles to a Shareholder present in
		person at a meeting shall, unless the context otherwise requires, include a
		corporation which is a Shareholder represented at the meeting by such duly
		authorised representative.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
No.	Articles)
92(b)	Where a Shareholder is a Clearing House (or its nominee(s)), it may
	(subject to Article 93) appoint one or more proxies or authorise such person
	or persons as it thinks fit to act as its representative or representatives at
	any general meeting of the Company ~~or at~~, any meeting of any class of
	Shareholders or any meeting of creditors, and each of those proxies or
	representatives shall enjoy rights equivalent to the rights	of other
	Shareholders, provided that if more than one person is so authorised, the
	authorisation shall specify the number and class of Shares in	respect of
	which each such representative is so authorised. A person so	authorised
	pursuant to the provisions of this Article shall be deemed to have	been duly
	authorised without further evidence of the facts and be entitled to exercise
	the same rights and powers on behalf of the Clearing House (or its
	nominee(s)) which he represents as that Clearing House (or its nominee(s))
	could exercise as if such person were a Shareholder who is an	individual
	~~Shareholder,~~ including the right to vote individually on a show of the right to speak.	hands and
95	The Registered Office ~~of the Company ~~shall be at such place in the Cayman
	Islands as the Board shall from time to time decide.
96	The number of Directors shall not be less than two (2). The Company shall
	keep at its Registered Office a register of its directors and officers in
	accordance with the Companies ~~Law~~Act.
99	A Director or an alternate Director shall not be required to	hold any
	qualification Shares but shall nevertheless be entitled to attend and speak at
	all general meetings of the Company and all meetings of any class of
	Shareholders ~~of the Company.~~
104(b)	Except as would, if the Company were a company incorporated in Hong
	Kong, be permitted by the Companies Ordinance as in force at the date of
	adoption of these Articles, and except as permitted under the Companies
	~~Law~~Act, the Company shall not directly or indirectly:
104(b)(i)	make a loan to a Director or a director of any Holding Company of the
	Company or any of their respective ~~Close Associates~~close associates;
104(b)(ii)	enter into any guarantee or provide any security in connection with a loan
	made by any person to a Director or a director of any Holding Company of
	the Company or any of their respective ~~Close Associates~~close associates; or

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
No.	Articles)
105(c)	if he absents himself from the meetings of the Board during a continuous
	period of six ~~months~~Months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have
	attended in his stead, and the Board pass a resolution that he has by reason
	of such absence vacated his office; or
105(g)	if he shall be removed from office by an Ordinary Resolution ~~of the~~
	~~Company ~~under Article 114; or
107(d)	A Director shall not vote (nor shall he be counted in the quorum) on any
	resolution of the Board in respect of any contract or arrangement or
	proposal in which he or any of his ~~Close Associate~~close associate(s) has/have a material interest, and if he shall do so his vote shall not be
	counted (nor shall he be counted in the quorum for that resolution), but this
	prohibition shall not apply to any of the following matters namely:
107(d)(i)(A)	to the Director or his ~~Close Associate~~close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the
	request of or for the benefit of the Company or any of its subsidiaries; or
107(d)(i)(B)	to a third party in respect of a debt or obligation of the Company or any of
	its subsidiaries for which the Director or his ~~Close~~ ~~Associate~~close
	associate(s) has himself/themselves assumed responsibility in whole or in
	part and whether alone or jointly under a guarantee or indemnity or by the
	giving of security;
107(d)(ii)	any proposal concerning an offer of shares or debentures	or other securities
	of or by the Company or any other company which the Company may
	promote or be interested in for subscription or purchase where the Director
	or his ~~Close Associate~~close associate(s) is/are or is/are to participant in the underwriting or sub-underwriting of the	be interested as a offer;
107(d)(iii)(A)	the adoption, modification or operation of any employees’ share scheme or
	any share incentive or share option scheme under which the Director or his
	~~Close Associate~~close associate(s) may benefit; or

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	107(d)(iii)(B)	the adoption, modification or operation of a pension fund or retirement,
		death or disability benefits scheme which relates both to Directors, his
		~~Close Associates~~close associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his ~~Close~~
		~~Associate~~close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund
		relates; and
	107(d)(iv)	any contract or arrangement in which the Director or his ~~Close~~
		~~Associate~~close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue
		only of his/their interest in shares or debentures or other securities of the
		Company.
	107(f)	If any question shall arise at any meeting of the Board as to the materiality
		of the interest of a Director (other than the chairman of the meeting) or his
		~~Close Associates~~close associate(s) or as to the entitlement of any Director (other than the chairman of the meeting) to vote or be counted in the
		quorum and such question is not resolved by his voluntarily agreeing to
		abstain from voting or not to be counted in the quorum, such question shall
		be referred to the chairman of the meeting and his ruling in relation to such
		other Director shall be final and conclusive except in a case where the
		nature or extent of the interest of the Director or his ~~Close Associates~~close
		associate(s) concerned as known to such Director has not been fairly
		disclosed to the Board. If any question as aforesaid shall arise in respect of
		the chairman of the meeting or his ~~Close Associates~~close associate(s) such question shall be decided by a resolution of the Board (for which purpose
		such chairman shall not be counted in the quorum and shall not vote
		thereon) and such resolution shall be final and conclusive except in a case
		where the nature or extent of the interest of such chairman or his ~~Close~~
		~~Associates~~close associate(s) as known to him has not been fairly disclosed to the Board.
	107(g)	Each reference to close associate(s) in paragraph (d) or (f) of this Article
		above shall be deemed to be a reference to associate(s) (as defined in the
		Listing Rules) where the proposal, transaction, contract or arrangement
		concerned is a connected transaction (as defined in the Listing Rules).

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
No.	Articles)
112	The Board shall have power from time to time and at any time to appoint
	any person as a Director either to fill a casual vacancy or as an additional
	Director but so that the number of Directors so appointed shall not exceed
	the maximum number determined from time to time by the Shareholders in
	general meeting. Any Director appointed by the Board to fill a casual
	vacancy shall hold office only until the first annual general meeting of the
	Company after his appointment and shall then be ~~subject to~~eligible for
	re-election at such annual general meeting. Any Director appointed by the
	Board as an addition to the existing Board shall hold office only until the
	next following annual general meeting of the Company	and shall then be
	eligible for re-election~~. ~~at such annual general meeting. Any Director appointed under this Article shall not be taken into account in determining
	the Directors or the number of Directors who are to retire by rotation at an
	annual general meeting.
113	No person, other than a retiring Director, shall, unless recommended by the
	Board for election, be eligible for election to the office of Director at any
	general meeting, unless notice in writing of the intention to propose that
	person for election as a Director and notice in writing by	that person of his
	willingness to be elected shall have been lodged at the Head Office or at the
	Registration Office. The period for ~~lodgment~~lodgement of the notices required under this Article will commence no earlier than the day after the
	despatch of the notice of the general meeting appointed	for such election
	and end no later than seven days prior to the date of such general meeting
	and the minimum length of the period during which such notices to the
	Company may be given will be at least seven days.
114	The ~~CompanyS~~hareholders may by Ordinary Resolution remove any Director (including a managing director or other executive director) before
	the expiration of his term of office notwithstanding anything in these
	Articles or in any agreement between the Company and such Director (but
	without prejudice to any claim which such Director may	have for damages
	for any breach of any contract between him and the Company) and may by
	Ordinary Resolution elect another person in his stead.	Any Director so
	appointed shall be subject to retirement by rotation pursuant to Article 108.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	116	The Board may raise or secure the payment or repayment of such sum or
		sums in such manner and upon such terms and conditions in all respects as
		it thinks fit and in particular but subject to the provisions of the Companies
		~~Law~~Act, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any
		debt, liability or obligation of the Company or of any third party.
	119	The Directors shall cause a proper register to be kept, in accordance with
		the provisions of the Companies ~~Law~~Act, of all mortgages and charges specifically affecting the property of the Company and shall duly comply
		with such provisions of the Companies ~~Law~~Act with regard to the registration of mortgages and charges as may be specified or required.
	124	A Director appointed to an office under Article 122 shall be subject to the
		same provisions as to resignation and removal as the other Directors ~~of the~~
		~~Company,~~ and he shall ipso facto and immediately cease to hold such office
		if he shall cease to hold the office of Director for any cause.
	127	The business of the Company shall be managed by the Board who, in
		addition to the powers and authorities by these Articles expressly conferred
		upon it, may exercise all such powers and do all such acts and things as
		may be exercised or done or approved by the Company and are not hereby
		or by the Companies ~~Law~~Act expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the
		provisions of the Companies ~~Law~~Act and of these Articles and to any regulations from time to time made by the Company in general meeting not
		being inconsistent with such provisions or these Articles, provided that no
		regulation so made shall invalidate any prior act of the Board which would
		have been valid if such regulation had not been made.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article Provisions in the Amended Articles (showing changes to the Existing	Article Provisions in the Amended Articles (showing changes to the Existing	Article Provisions in the Amended Articles (showing changes to the Existing	Article Provisions in the Amended Articles (showing changes to the Existing
No. Articles)
132 The Board may from time to time elect		or otherwise appoint one of them to
the office of chairman of the Company and another to be			the vice chairman
of the Company (or two or more vice ~~Chairmen~~chairmen) period for which each of them is to hold office. The			and determine the chairman of the
Company or, in his absence, the vice chairman of the Company shall
preside as chairman at meetings of the		Board, but if no	such chairman or
vice chairman be elected or appointed, or if at any meeting the chairman or
vice chairman is not present within five		minutes after the time appointed for
holding the same and willing to act, the Directors present shall choose one
of their number to be chairman of such meeting. All			the provisions of
Articles 103, 108, 123, 124 and 125 shall mutatis mutandis apply to any
Directors elected or otherwise appointed to any office in accordance with
the provisions of this Article.
144 The Secretary shall be appointed by		the Board for such term, at such
remuneration and	upon such conditions as it may think fit, and any
Secretary so appointed may, without		prejudice to his	right under any
contract with the	Company, be removed by the Board.		Anything by the
Companies ~~Law~~Act or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no
Secretary capable	of acting, may be done by or to any assistant or deputy
Secretary, or if there is no assistant or		deputy Secretary	capable of acting,
by or to any officer of the Company authorised generally			or specifically on
behalf of the Board.
145 The Secretary shall attend all meetings		of the Shareholders and shall keep
correct minutes of such meetings and enter the same in			the proper books
provided for the	purpose. He shall perform such other duties as are
prescribed by the Companies ~~Law~~Act and these Articles, together with such other duties as may from time to time be prescribed by the Board.
146 A provision of the Companies ~~Law~~Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall
not be satisfied by its being done by or to the same person acting both as
Director and as, or in place of the Secretary.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article Provisions in the Amended Articles (showing changes to the Existing	Article Provisions in the Amended Articles (showing changes to the Existing	Article Provisions in the Amended Articles (showing changes to the Existing
No. Articles)
147(a) Subject to the Companies ~~Law~~Act, the Company shall have one or more Seals as the Board may determine, and may have a Seal for use outside the
Cayman Islands. The Board shall provide for the safe custody of each Seal,
and no Seal shall be used without the authority of the Board or a committee
authorised by	the Board in that	behalf.
153(a) The Company in general meeting may, upon the recommendation of the
Board, resolve to capitalise any sum standing to the credit of any of the
Company’s reserve accounts which are available for distribution (including
its share premium account and		capital redemption reserve fund, subject to
the Companies ~~Law~~Act) and to appropriate such sums to the holders of Shares on the Register at the close of business on the date of the relevant
resolution (or	such other date as may be specified therein or determined as
provided therein) in the proportions in which such sum would have been
divisible amongst them had the		same been a distribution of profits by way
of Dividend and to apply such sum on their behalf in paying up in full
unissued Shares for allotment and distribution credited as fully paid-up to
and amongst them in the proportion aforesaid.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
No.	Articles)
153(b)	Subject to the Companies ~~Law~~Act, whenever such a resolution as aforesaid shall have been passed, the Board shall make all appropriations and
	applications of the reserves or		profits and undivided profits resolved to be
	capitalised thereby, and attend to all allotments and issues of fully paid
	Shares, debentures, or other securities and generally shall do all acts and
	things required to give effect		thereto. For the purpose of giving effect to
	any resolution under this Article, the Board may settle any difficulty which
	may arise in regard to a capitalisation issue as it			thinks fit, and in particular
	may disregard fractional entitlements or round			the same up or down and
	may determine that cash payments shall be made			to any Shareholders in lieu
	of fractional entitlements or that fractions of such value as the Board may
	determine may be disregarded		in order to adjust the rights of all parties or
	that fractional entitlements shall be aggregated and sold and the benefit
	shall accrue to the Company rather than to the Shareholders concerned, and
	no Shareholders who are affected thereby shall			be deemed to be, and they
	shall be deemed not to be,	a separate class of Shareholders by reason only
	of the exercise of this power. The Board may authorise any person to enter
	on behalf of all Shareholders interested in a capitalisation issue any
	agreement with the Company		or other(s) providing for such capitalisation
	and matters in connection	therewith and any agreement made under such
	authority shall be effective		and binding upon all concerned. Without
	limiting the generality of the		foregoing, any such agreement may provide
	for the acceptance by such persons of the Shares, debentures or other
	securities to be allotted and distributed to them			respectively in satisfaction
	of their claims in respect of the sum so capitalised.
154	Subject to the Companies ~~Law~~Act and these general meeting may declare Dividends in any			Articles, the Company in currency but no Dividends
	shall exceed the amount recommended by the Board.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	155(a)	The Board may subject to Article 156 from time to time pay to the
		Shareholders such interim Dividends as appear to the Board to be justified
		by the financial conditions and the profits of the Company and, in particular
		but without prejudice to the generality of the foregoing, if at any time the
		share capital of the Company is divided into different classes, the Board
		may pay such interim Dividends in respect of those Shares in the capital of
		the Company which confer ~~to~~on the holders thereof deferred or non-preferential rights as well as in respect of those Shares which confer on
		the holders thereof preferential rights with regard to Dividend and provided
		that the Board acts bona fide it shall not incur any responsibility to the
		holders of Shares conferring any preference for any damage that they may
		suffer by reason of the payment of an interim Dividend on any Shares
		having deferred or non-preferential rights.
	156(a)	No Dividend shall be declared or paid or shall be made otherwise than in
		accordance with the Companies ~~Law~~Act.
	156(b)	Subject to the provisions of the Companies ~~Law~~Act but without prejudice to paragraph (a) of this Article, where any asset, business or property is
		bought by the Company as from a past date (whether such date be before or
		after the incorporation of the Company) the profits and losses thereof as
		from such date may at the discretion of the Board in whole or in part be
		carried to revenue account and treated for all purposes as profits or losses
		of the Company, and be available for Dividend accordingly. Subject as
		aforesaid, if any Shares or securities are purchased cum Dividend or
		interest, such Dividend or interest may at the discretion of the Board be
		treated as revenue, and it shall not be obligatory to capitalise the same or
		any part thereof or to apply the same towards reduction of or writing down
		the book cost of the asset, business or property acquired.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
No.	Articles)
160(a)(i)(D)	Dividend (or that part of the Dividend to be satisfied by the allotment of
	Shares as aforesaid) shall not be payable in cash in respect whereof the cash
	election has not been duly exercised ~~(“~~(the “non-elected Shares”) and in lieu and in satisfaction thereof Shares shall be allotted credited as fully paid
	to the holders of the non-elected Shares on the basis of allotment
	determined as aforesaid and for such purpose the Board shall capitalise and
	apply out of any part of the undivided profits of the Company or any part of
	any of the Company’s reserve accounts (including any special	account, or
	share premium account (if there be any such reserve)) as the	Board may
	determine, a sum equal to the aggregate nominal amount of the Shares to be
	allotted on such basis and apply the same in paying up	in full the
	appropriate number of Shares for allotment and distribution to and amongst
	the holders of the non-elected Shares on such basis;
160(a)(ii)(D)	the Dividend (or that part of the Dividend in respect of which a right of
	election has been accorded) shall not be payable on Shares in respect
	whereof the Share election has been duly exercised ~~(“~~(the “elected Shares”) and in lieu thereof Shares shall be allotted credited as fully paid to the
	holders of the elected Shares on the basis of allotment determined as
	aforesaid and for such purpose the Board shall capitalise and apply out of
	any part of the undivided profits of the Company or any part of any of the
	Company’s reserve accounts (including any special account,	contributed
	surplus account, share premium account and capital redemption reserve fund
	(if there be any such reserve)) as the Board may determine, a sum equal to
	the aggregate nominal amount of the Shares to be allotted on such basis and
	apply the same in paying up in full the appropriate number of Shares for
	allotment and distribution to and amongst the holders of the elected Shares
	on such basis.
171	The Board shall make or cause to be made such annual or other returns or
	filings as may be required to be made in accordance with the Companies
	~~Law~~Act.

172	The Board shall cause proper books of account to be kept of	the sums of
	money received and expended by the Company, and the matters in respect
	of which such receipts and expenditure take place; and of the assets and
	liabilities of the Company and of all other matters required by the
	Companies ~~Law~~Act necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article Provisions in the Amended Articles (showing changes	Article Provisions in the Amended Articles (showing changes	Article Provisions in the Amended Articles (showing changes	to the Existing
No. Articles)
174 No Shareholder (not being a Director) or other person shall have any right
of inspecting any account or book or document of the Company except as
conferred by the Companies ~~Law~~Act or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.
176(a) The ~~CompanyS~~hareholders shall at each annual general meeting by Ordinary Resolution appoint one or more firms of auditors to hold office until the
conclusion of the next annual general meeting on such terms and with such
duties as may be agreed with the Board, but if an appointment is not made,
the Auditors in office shall continue in office until a successor is appointed.
~~A~~No Director~~, ~~or officer of the Company, or any employee of ~~any such~~a Director~~, ~~or officer ~~or employee~~of the Company, shall ~~not ~~be appointed as the Auditors ~~of the Company.~~ The Board may fill any casual vacancy in the
office of Auditors, but while any such vacancy continues			the surviving or
continuing Auditors (if any) may act. The remuneration			of the Auditors
shall be fixed by or on the authority of, the ~~Company in the ~~Shareholders at
each annual general meeting by Ordinary Resolution, except that ~~in~~at any
~~particular year the Company in~~annual general meeting, the Shareholders may delegate the fixing of such remuneration to the Board by Ordinary
Resolution, and	the remuneration of any Auditors appointed to fill any
casual vacancy may be fixed by the Board.
176(b) The Shareholders may, at any general		meeting convened and held in
accordance with these Articles, remove the Auditors by ~~Special~~Ordinary Resolution at any time before the expiration of ~~the~~their term of office, and, if they do this, shall, by Ordinary Resolution~~, ~~at that meeting, appoint new
~~auditors~~Auditors	in ~~its~~their place for the remainder of ~~the~~such term.
177 The Auditors ~~of the Company ~~shall have a right of access at all times to the
books and accounts and vouchers of the		Company and shall be entitled to
require from the	Directors and officers of the Company such information as
may be necessary for the performance		of his or their	duties, and the
Auditors shall audit every balance sheet		and profit and loss account of the
Company in each year and prepare an Auditors’ report thereon to be
annexed thereto.	Such report shall be laid	before the Company in the annual
general meeting.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
No.	Articles)
178	No person other than the retiring		Auditors shall be appointed as the
	Auditors at an annual general meeting unless notice of an intention to
	nominate that person to the office		of Auditors has been given to the
	Company not less than 14 clear days before the annual general meeting, and
	the Company shall send a copy of any such notice to the retiring Auditors
	and shall give notice thereof to the Shareholders not less than seven days
	before the annual general meeting provided that the above requirement for
	sending a copy of such notice to the retiring Auditors may be waived by
	notice in writing by	the retiring Auditors to the Secretary.
179	All acts done by any person acting		as the Auditors shall, as regards all
	persons dealing in good faith with the Company, be valid, notwithstanding
	that there was some defect in their appointment or that they were at the
	time of their appointment not qualified for appointment or subsequently
	became disqualified.
180(a)	Except where otherwise expressly stated, any notice or document to be
	given to or by any person pursuant to these Articles shall be in writing or,
	to the extent permitted by the Companies ~~Law~~Act and the Listing Rules from time to time and subject to this Article, contained in an electronic
	communication. A notice calling a meeting of the Board need not be in
	writing.

– 39 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	Article	Provisions in the Amended Articles (showing changes to the Existing
	No.	Articles)
	180(b)	Except where otherwise expressly stated, any notice or document to be
		given to or by any person pursuant to these Articles (including any
		corporate communications within the meaning ascribed thereto under the
		Listing Rules) may be served on or delivered to any Shareholder either
		personally or by sending it through the post in a prepaid envelope or
		wrapper addressed to such Shareholder at his registered address as
		appearing in the register or by leaving it at that address addressed to the
		Shareholder or by any other means authorised in writing by the Shareholder
		concerned or (other than share certificate) by publishing it by way of
		advertisement in the Newspapers. In case of joint holders of a share, all
		notices shall be given to that one of the joint holders whose name stands
		first in the register and notice so given shall be sufficient notice to all the
		joint holders. Without limiting the generality of the foregoing but subject to
		the Companies ~~Law~~Act and the Listing Rules, a notice or document may be served or delivered by the Company to any Shareholder by electronic means
		to such address as may from time to time be authorised by the Shareholder
		concerned or by publishing it on a website and notifying the Shareholder
		concerned that it has been so published.
	181(b)	Any Shareholder who fails (and, where a Share is held by joint holders,
		where the first joint holder named on the register fails) to supply his
		registered address or a correct registered address to the Company for
		service of notices and documents on him shall not (and where a Share is
		held by joint holders, none of the other joint holders whether or not they
		have supplied a registered address shall) be entitled to service of any notice
		or documents by the Company and any notice or document which is
		otherwise required to be served on him may, if the Board in its absolute
		discretion so elects (and subject to them re-electing otherwise from time to
		time), be served, in the case of notices, by displaying a copy of such notice
		conspicuously at the Registered Office and the Head Office or, if the Board
		sees fit, by advertisement in the Newspapers, and, in the case of documents,
		by posting up a notice conspicuously at the Registered Office and the Head
		Office addressed to such Shareholder which notice shall state the address
		within the Relevant Territory at which he served in the manner so described
		which shall be sufficient service as regards Shareholders with no registered
		or incorrect addresses, provided that nothing in this paragraph (b) shall be
		construed as requiring the Company to serve any notice or document on any
		Shareholder with no or an incorrect registered address for the service of
		notice or document on him or on any Shareholder other than the first named
		on the ~~register of members of the Company~~Register.

– 40 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article Provisions in the Amended Articles (showing changes to	Article Provisions in the Amended Articles (showing changes to	Article Provisions in the Amended Articles (showing changes to	the Existing
No. Articles)
187 No Shareholder (not being a Director) 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, mystery of trade
or secret process which may relate to the conduct of the business of the
Company which in the opinion of the Board will be inexpedient in the
interests of the Shareholders ~~of the Company ~~to communicate			to the public.
188 ~~Subject to the Companies Law, a~~A resolution that the Company be wound up by the Court or be wound up voluntarily shall be passed by way of a
Special Resolution.
190 If the Company shall be wound up (in whatever manner) the liquidator may,
with the sanction of a Special Resolution and any other sanction required by
the Companies ~~Law~~Act, divide among the Shareholders in specie or kind the whole or any part of the assets of the Company whether the assets shall
consist of property of one kind or shall consist of properties of different
kinds and the	liquidator may, for such purpose, set such value as he deems
fair upon any one or more class or classes of property to be divided as
aforesaid and may determine how such division shall be carried out as
between the	Shareholders or different classes of Shareholders and the
Shareholders	within each class. The liquidator may, with the		like sanction,
vest any part	of the assets in trustees upon such trusts for the benefit of
Shareholders	as the liquidator, with the like	sanction, shall think fit, but so
that no Shareholder shall be compelled to accept any Shares or other assets
upon which there is a liability.
193(a)(ii) the Company	has caused an advertisement to be inserted in the Newspapers
of its intention to sell such Shares and a period of three ~~months~~Months has elapsed since the date of such advertisement (or, if published more than
once, the first thereof);
193(a)(iii) the Company	has not at any time during the said periods of		12 years and
three ~~months~~Months received any indication of the existence of the holder of such Shares or of a person entitled to such Shares by death, bankruptcy
or operation of law; and
195 The following provisions shall have effect		to the extent that	they are not
prohibited by	and are in compliance with the Companies ~~Law~~Act:

– 41 –

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

		Article	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing	Provisions in the Amended Articles (showing changes to the Existing
		No.	Articles)
		196	The following provisions shall have effect at any time and from time to
			time provided that they are not prohibited by or inconsistent with the
			Companies ~~Law~~Act:
		197	FINANCIAL YEAR
			The Directors shall determine the financial year of the Company and may
			change it from time to time. Unless they determine otherwise, the financial
			year of the Company shall end on 31 March in each year.

– 42 –

NOTICE OF ANNUAL GENERAL MEETING

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8062)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of EFT Solutions Holdings Limited (the “ Company ”) will be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Friday, 5 August 2022 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor for the year ended 31 March 2022.
a. To re-elect the following retiring directors of the Company:
- i. Mr. Lo Chun Wa as an executive director of the Company
- ii. Mr. Lui Hin Weng Samuel as non-executive director of the Company
- iii. Mr. Wong Ping Yiu as independent non-executive director of the Company
b. To authorise the board of directors of the Company (the “ Board ”) to fix the remuneration of the directors of the Company.
To re-appoint Elite Partners CPA Limited as auditor of the Company and to authorise the Board to fix its remuneration.

– 43 –

NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:

(A) “ THAT :

(i) subject to paragraph (iii) 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 or otherwise deal with additional shares in the capital 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) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval 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 hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company 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 of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment 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 in force from time to time; or (4) any issue of shares in the Company 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 20% of the total number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly;

– 44 –

NOTICE OF ANNUAL GENERAL MEETING

(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 expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
- (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) “ Rights Issue ” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ THAT :

(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on GEM or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and GEM under the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”), be and is hereby generally and unconditionally approved;

– 45 –

NOTICE OF ANNUAL GENERAL MEETING

(ii) the aggregate number of shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(iv) 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 expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
- (c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
(C) “ THAT conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of such number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such amount of shares of the Company shall not exceed 10% of the total number of issued shares of the Company at the date of passing of the said resolutions.”

– 46 –

NOTICE OF ANNUAL GENERAL MEETING

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

“ THAT the payment of a final dividend of HK2.00 cent per share of the Company in respect of the year ended 31 March 2022 to the shareholders of the Company whose names appeared on the register of members of the Company on 12 August 2022 be and is hereby approved.”

SPECIAL RESOLUTION

As special business, to consider and, if thought fit, pass the following as a special resolution of the Company:

“ THAT :

the existing amended and restated memorandum of association and amended and restated articles of association of the Company (together, the “ Existing Memorandum and Articles ”) be amended in the manner as set out in the circular of the Company dated 30 June 2022 (the “ Circular ”), and the second amended and restated memorandum of association and the second amended and restated articles of association of the Company (together, the “ Amended and Restated Memorandum and Articles ”), a copy of which has been produced to this Annual General Meeting marked “A” and initialled by the chairman of the Annual General Meeting for the purpose of identification, which incorporate all the proposed amendments as set out in the Circular, be approved and adopted in substitution for and to the exclusion of the Exiting Memorandum and Articles with immediate effect after the close of the Annual General Meeting and that the Directors be and are hereby authorised to do all things necessary to implement the adoption of the Amended and Restated Memorandum and Articles.”

Yours faithfully By order of the Board EFT Solutions Holdings Limited Lo Chun Kit Andrew Chairman

30 June 2022

Registered office: Windward 3 Regatta Office Park P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Principal place of business in Hong Kong: Workshops B1 & B3 11/F, Yip Fung Industrial Building 28–36 Kwai Fung Crescent Kwai Chung, New Territories Hong Kong

– 47 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.
(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
(iii) In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
(iv) The transfer books and register of members will be closed from Tuesday, 2 August 2022 to Friday, 5 August 2022, both days inclusive to determine the entitlement of the shareholders to attend the above meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong, not later than 4:30 p.m. on Monday, 1 August 2022.
(v) In respect of ordinary resolution numbered 2 above, Mr. Lo Chun Wa, Mr. Lui Hin Weng Samuel and Mr. Wong Ping Yiu shall retire and being eligible, offered themselves for re-election at the above meeting. Details of the above Directors are set out in Appendix I to the circular of the Company dated 30 June 2022.
(vi) In respect of ordinary resolution numbered 4(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 where they consider that the repurchase would be in the best interest of the Company and its shareholders. An explanatory statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the general mandate to repurchase shares of the Company, as required by the GEM Listing Rules, is set out in Appendix II to the circular of the Company dated 30 June 2022.
(vii) (a) Subject to paragraph (b) below, if a tropical cyclone typhoon signal no. 8 is hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is expected to be in force at any time between 7:00 a.m. and 5:00 p.m. on the date of the Annual General Meeting, the Annual General Meeting will be postponed and the Members will be informed of the date, time and venue of the postponed Annual General Meeting by an announcement posted on the respective websites of the Company and the Stock Exchange.
(b) If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the Annual General Meeting and where conditions permit, the Annual General Meeting will be held as scheduled.
(c) The Annual General Meeting will be held as scheduled when a tropical cyclone typhoon signal no. 3 is hoisted or an amber or red rainstorm warning signal is in force.
(d) After considering their own situations, the Members should decide on their own as to whether they would attend the Annual General Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

– 48 –

NOTICE OF ANNUAL GENERAL MEETING

(viii) To safeguard the health and safety of attending Shareholders and proxies and to reduce the risk of novel coronavirus (COVID-19) spreading, the following precautionary measures will be taken at the Annual General Meeting:
(a) compulsory body temperature checks;
(b) wearing of a surgical face mask for each attendee throughout the meeting and inside the meeting venue; and
(c) no distribution of refreshment or corporate gift.

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

(ix) The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.

As of the date of this notice, the Board comprises executive Directors Mr. Lo Chun Kit Andrew and Mr. Lo Chun Wa; non-executive Directors Ms. Lam Ching Man and Mr. Lui Hin Weng Samuel; and independent non-executive Directors Mr. Tso Ping Cheong Brian, Mr. Wong Ping Yiu and Dr. Wu Wing Kuen B.B.S..

– 49 –

AI assistant

EFT Solutions Holdings Limited — Proxy Solicitation & Information Statement 2022

51246_rns_2022-06-30_21231397-c04d-4a5a-8c35-4b319e54b47a.pdf

EFT Solutions Holdings Limited 俊盟國際控股有限公司

PROPOSALS FOR

DEFINITIONS

DEFINITIONS

DEFINITIONS

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(Stock Code: 8062)

PROPOSALS FOR

INTRODUCTION

GENERAL MANDATE TO ISSUE SHARES

REPURCHASE MANDATE TO REPURCHASE SHARES

EXTENSION OF THE ISSUE MANDATE

RE-ELECTION OF RETIRING DIRECTORS

RE-APPOINTMENT OF AUDITOR

DECLARATION OF DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

NOTICE OF ANNUAL GENERAL MEETING

FORM OF PROXY

VOTING BY WAY OF POLL

RESPONSIBILITY STATEMENT

RECOMMENDATION

GENERAL INFORMATION

DIRECTOR CANDIDATES

Executive Director

Non-executive Director

Independent Non-executive Director

GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

SHARE CAPITAL

REASONS FOR THE REPURCHASES

FUNDING OF REPURCHASES

IMPACT ON WORKING CAPITAL OR GEARING POSITION

REPURCHASE OF SHARES MADE BY THE COMPANY

DISCLOSURE OF INTERESTS

DIRECTORS’ UNDERTAKING

CORE CONNECTED PERSONS

THE TAKEOVERS CODE AND EFFECT OF THE EXERCISING THE REPURCHASE MANDATE

SHARE REPURCHASE MADE BY THE COMPANY

SHARE PRICES

EFT Solutions Holdings Limited 俊盟國際控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

(A) “ THAT :

(B) “ THAT :

SPECIAL RESOLUTION

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

More from EFT Solutions Holdings Limited

EFT Solutions Holdings Limited Proxy Solicitation & Information Statement 2022