Enterprise Development Holdings Limited — AGM Information 2021

May 28, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1808)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Enterprise Development Holdings Limited (the “Company”) to be held at Meeting Room (SOHO2), 6/F., IBIS Hong Kong Central Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Wednesday, 30 June 2021 at 10:00 a.m. is set out on pages 21 to 25 of this circular.

Whether or not you intend to attend and/or vote at the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

In view of the ongoing Coronavirus Disease 2019 (COVID-19) epidemic, the Company strongly recommends Shareholders to exercise your voting rights by appointing the chairperson of the Meeting as your proxy to vote on the relevant resolution at the Meeting as an alternative to attending the Meeting in person.

31 May 2021

CONTENTS

	Page
Precautionary Measures for the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . .	ii
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Explanatory Statement on Repurchase Mandate. . . . . . . . . . . . . . . . . . . .	12
Appendix II – Details of the Directors proposed to be re-elected
at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

PRECAUTIONARY MEASURES FOR THE AGM

The Company will implement the following measures at the Meeting, including:

1. Compulsory temperature screening/checks will be carried out on every attendee at the entrance of the Meeting venue. Any person with a body temperature above 37.3 degrees Celsius or the reference point announced by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the Meeting venue and requested to leave the Meeting venue;

2. Every attendee will be required to wear a surgical face mask at the Meeting venue and throughout the Meeting and to sit at a distance from the other attendees. Please note that no surgical face masks will be provided at the Meeting venue and attendees should bring and wear their own masks;

3. No refreshment or drinks will be provided to the attendees at the Meeting; and

4. No corporate gifts or gift coupons will be provided to the attendees at the Meeting.

To the extent permitted under law, the Company reserves the right to deny entry into the Meeting venue or require any person to leave the Meeting venue so as to ensure the health and safety of the other attendees at the Meeting. The number of attendees allowed in the Meeting venue is subject to the requirements and restrictions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong).

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

– ii –

RESPONSIBILITY STATEMENT

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

– iii –

DEFINITIONS

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

• “AGM” or “Annual General Meeting”

the annual general meeting of the Company to be convened and held at Meeting Room (SOHO2), 6/F., IBIS Hong Kong Central Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Wednesday, 30 June 2021 at 10:00 a.m. and any adjournment thereof

“Articles”

the articles of association of the Company

“associate(s)”

has the meaning ascribed to it under Chapter 1 of the Listing Rules

“Auditors”

the auditors of the Company, as appointed from time to time

“Board”

the board of Directors

“Company”

Enterprise Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

“Director(s)”

director(s) of the Company

“Group”

the Company and its subsidiaries

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Issue Mandate”

a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of the Company of up to 20% of the aggregate number of the issued Shares of the Company as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of the Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate

“Latest Practicable Date”

26 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 1 –

DEFINITIONS

“Listing Rules”

“Participant(s)”

“PRC”

“Repurchase Mandate”

“Rights Issue”

the Rules Governing the Listing of Securities on the Stock Exchange

(i) any full time or part time employee (including any executive directors) of the Company or any Subsidiary; (ii) any non-executive director (including independent nonexecutive directors) of the Company or any Subsidiary; (iii) any supplier of goods or services of the Company or any Subsidiary; (iv) any customer of the Company or any Subsidiary; (v) any consultant, agent or adviser of the Company or any Subsidiary; and (vi) any person who, in the sole discretion of the Board, has contributed or may contribute to the Group

the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the aggregate number of the issued Shares of the Company as at the date of passing of the relevant resolution granting such mandate

the proposed issue of the Rights Shares for subscription by the Shareholders whose names appear on the register of members of the Company at the close of business on 24 March 2021 on the basis of one (1) Rights Share for every two (2) existing Shares in issue and held at the subscription price of HK$0.12 per Rights Share payable in full on application and otherwise on the terms and subject to the conditions set out in the underwriting agreement dated 19 February 2021 (as revised and supplemented by the supplemental agreement dated 24 March 2021) entered into between the Company and VC Brokerage Limited which was become unconditional at 4:00 p.m. on Wednesday, 12 May 2021, details of the Rights Issue are set out in the prospectus of the Company dated 23 April 2021 and the announcement of the Company dated 18 May 2021

– 2 –

DEFINITIONS

“Rights Share(s)”	up to 379,086,466 new Shares for subscription by the
	Shareholders by way of Rights Issue
“Scheme Mandate Limit”	the maximum number of Shares which may be allotted
	and issued upon exercise of all share options to be granted
	under the Share Option Scheme and other such schemes of
	the Company which initially shall not in aggregate exceed
	10% of the Shares in issue as at the date of adoption of
	the Scheme Mandate Limit by Shareholders and thereafter,
	if refreshed shall not exceed 10% of the Shares in issue
	as at the date of approval of the refreshed limit by the
	Shareholders
“SFO”	Securities and Futures Ordinance (Chapter 571, Laws of
	Hong Kong)
“Share(s)”	ordinary shares of HK$0.10 each in the share capital of the
	Company
“Share Option(s)”	share option(s) granted or to be granted under the Share
	Option Scheme
“Share Option Scheme”	the share option scheme adopted by the Company on 26
	May 2016
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	a company which is for the time being and from time to
	time a subsidiary (within the meaning of the Companies
	Ordinance (Chapter 622 of the Laws of Hong Kong, as
	amended from time to time)) of the Company
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs
“HK$” and “HK cents”	Hong Kong dollars and cents, the lawful currency of Hong
	Kong
“%”	per cent

– 3 –

LETTER FROM THE BOARD

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ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1808)

Executive Directors: Registered Office: Ms. Mao Junjie Cricket Square Ms. Li Zhuoyang Hutchins Drive P.O. Box 2681 Independent Non-Executive Directors: Grand Cayman Mr. Cai Jinliang KY1-1111 Mr. Hui Yat On Cayman Islands Mr. Chin Hon Siang Principal Place of Business in Hong Kong: Flat B, 11/F Hing Lung Commercial Building 68-74 Bonham Strand Sheung Wan, Hong Kong

31 May 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND REFRESHMENT OF SCHEME MANDATE LIMIT

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM including, among other matters, (i) the ordinary resolutions granting to the Directors the Issue Mandate and the Repurchase Mandate; (ii) the ordinary resolutions for re-election of the retiring Directors; and (iii) the ordinary resolution for refreshment of Scheme Mandate Limit.

– 4 –

LETTER FROM THE BOARD

GENERAL MANDATES

At the annual general meeting of the Company held on 28 May 2020 (“2020 AGM”), the Directors were granted by the then Shareholders (i) a general and unconditional mandate to allot, issue and deal with Shares of the Company not exceeding 20% of the aggregate number of the issued Shares of the Company as at the date of passing such resolution (i.e. 126,362,155 Shares); (ii) a general and unconditional mandate to repurchase Shares of the Company with an aggregate number not exceeding 10% of the aggregate number of the issued Shares of the Company as at the date of passing such resolution; and (iii) to extend the general mandate mentioned in (i) above by an amount representing the aggregate number of the Shares of the Company repurchased by the Company pursuant to the mandate to repurchase Shares of the Company referred to (ii) above.

The above general mandates will lapse at the conclusion of the AGM. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto. Please refer to resolutions numbered 4 to 6 set out in the notice of AGM on pages 21 to 25 of this circular for details of the proposed Issue Mandate and Repurchase Mandate.

As at the Latest Practicable Date, the number of issued Shares was 1,133,854,771 Shares, assuming there is no further Shares are to be issued or repurchased prior to the AGM. The total number of Shares in issue as at the date of AGM shall be 1,133,854,771 Shares, the Issue Mandate will grant to the Directors an authority to issue up to 226,770,954 Shares.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to grant to the Directors the Repurchase Mandate at the AGM.

RE-ELECTION OF DIRECTORS

The Board currently consists of five Directors, namely Ms. Mao Junjie, Ms. Li Zhuoyang, Mr. Cai Jinliang, Mr. Hui Yat On and Mr. Chin Hon Siang.

– 5 –

LETTER FROM THE BOARD

In accordance with Article 86(3) of the Articles, Ms. Mao Junjie, Ms. Li Zhuoyang, Mr. Cai Jinliang, Mr. Hui Yat On and Mr. Chin Hon Siang, being Directors appointed after the 2020 AGM, shall retire from office as Directors and, being eligible, offer themselves for re-election at the AGM.

Details of the retiring Directors proposed for re-election at the AGM are set out in Appendix II to this circular.

Following the resignation of Mr. Liu Jian as an independent non-executive Director with effect from 25 March 2021, there is insufficient number of members of the nomination committee of the Company (the “Nomination Committee”), the functions and duties of the Nomination Committee has been vested to the Board. The Board has reviewed the biographical information of Mr. Cai Jinliang and Mr. Hui Yat On at the meeting of the Board held on 30 March 2021, and considered that the re-election of Mr. Cai Jinliang and Mr. Hui Yat On as independent non-executive Directors would be in the best interests of the Company and its Shareholders as a whole by taking into account that (i) Mr. Cai Jinliang has been a certified public accountant in China since August 2008 and has more than 12 years of practicing experience, (ii) Mr. Hui Yat On has three decades of experiences in the field of corporate finance and financial services. Their working profile and other experience and factors as set out in Appendix II to this circular, their depth of knowledge and experience can support their roles and they actively participated in the Group’s board meetings and board committee meetings, and made valuable contributions to the Group. The Board is satisfied that each of Mr. Cai and Mr. Hui has the required character, integrity and experience to continuously fulfil their role as independent non-executive Directors effectively.

The Board has also assessed on 30 March 2021 the independence of each of Mr. Cai and Mr. Hui based on reviewing their annual written confirmations of independence to the Company pursuant to Rule 3.13 of the Listing Rules and confirmed that they remain independent.

The Board has also assessed on 26 May 2021 the independence of Mr. Chin Hon Siang based on his written independence confirmation to the Company pursuant to Rule 3.13 of the Listing Rules and confirmed that Mr. Chin is independent.

Accordingly, the Board has proposed that all the retiring Directors stand for re-election as Directors at the AGM.

REFRESHMENT OF SCHEME MANDATE LIMIT

The Share Option Scheme was adopted on 26 May 2016. Under the rules of the Share Option Scheme and in compliance with the provisions of Chapter 17 of the Listing Rules:

• (i) the maximum number of Shares which may be issued upon the exercise of all options granted and yet to be exercised under the Share Option Scheme and any other schemes of the Company cannot exceed 30% of the Shares in issue from time to time. No options may be granted under the Share Option Scheme or any other share option schemes of the Company if such grant would result in the above limit being exceeded;

– 6 –

LETTER FROM THE BOARD

• (ii) the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company shall not in aggregate exceed 10% of the total number of Shares in issue as at the date of adoption of the Share Option Scheme; and

• (iii) the Company may seek approval of the Shareholders in general meeting for “refreshing” the Scheme Mandate Limit. However, the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as “refreshed” shall not exceed 10% of the total number of Shares in issue as at the date of approval of the limit. Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed or exercised) will not be counted for purpose of calculating the limit as “refreshed”.

On 26 May 2016, the date of adoption of the Share Option Scheme, there was in issue a total of 4,179,249,827 ordinary shares of HK$0.01 each (the “Old Share(s)”) and the Scheme Mandate Limit was therefore 417,924,982 Old Shares on that date. Ten (10) Old Shares were consolidated into one (1) Share of HK$0.10 each (“Share Consolidation”) on 29 June 2016. Upon the Share Consolidation, the Scheme Mandate Limit was adjusted to 41,792,498 Shares.

As at the Latest Practicable Date, 38,250,000 Share Options have been granted on 1 September 2020 and 6,300,000 Share Options have been lapsed. There is 3,542,498 Share Options available for grant under the Share Option Scheme, represents approximately 0.31% of the total number of Shares in issue. As at the Latest Practicable Date, the Company did not have any other share option scheme apart from the Share Option Scheme adopted on 26 May 2016.

There were 1,133,854,771 Shares in issue as at the Latest Practicable Date. Assuming there is no further issue or repurchase of Shares prior to the AGM. The total number of Shares in issue as at the date of AGM shall be 1,133,854,771 Shares and assuming the Scheme Mandate Limit is refreshed at the AGM, the Company may grant options entitling holders to subscribe for a maximum of 113,385,477 Shares, representing 10% of the number of Shares in issue as at the date of AGM.

As at the Latest Practicable Date, there is 32,870,022 Share Options (adjusted pursuant to the terms and conditions of the Share Option Scheme as a results of the Rights Issue) outstanding. Assuming 113,385,477 Share Options are granted following the refreshment of Scheme Mandate Limit at the AGM, the maximum number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company would amount to a maximum of 146,255,499, representing approximately 12.9% of the number of Shares in issue and not exceeding 30% thereof.

– 7 –

LETTER FROM THE BOARD

The Directors propose to refresh the Scheme Mandate Limit so that the Company will have more flexibility to give incentives and recognition to Participants who, in the sole discretion of the Board, has contributed or may contribute to the Group in recognition of their contribution to the Group, and enable the Group to attract and retain high-calibre employees that are valuable to the Group.

The selection criteria of each class of Participants will be based on a number of factors including, but not limited to, the following:

(i) any full time or part time employee (including any executive directors) of the Company or any Subsidiary

the year of services, the individual performance and role and responsibilities of the relevant employee so as to retain them for the continual operation and development of the Group

(ii) any non-executive director (including independent non-executive directors) of the Company or any Subsidiary

the contribution made or expected to be made by the relevant independent nonexecutive directors with reference to his/her qualification and working experience

(iii) any supplier of goods or services of the Company or any Subsidiary

the kind of supplies or goods or services providing to the Group which is important to the business of the Group

(iv) any customer of the Company or any Subsidiary

the past business dealings with the Group including the level of orders or purchase from the Group leading to the long term growth of the Company

(v) any consultant, agent or adviser of the Company or any Subsidiary

• (a) his/her/their potential and/or actual contribution to the business affairs of and benefits to the Group with regard to the quality or importance of services provided or expected to be provided by such Participants to the Group, and the actual or expected contribution which is or may be attributable to the provision or supply of such services;

– 8 –

LETTER FROM THE BOARD

• (b) the potential/actual degree of involvement in and/or cooperation with the Group with regard to the number, scale and nature of the projects, and the period of engagement/cooperation/business relationship with the Group; and/or

• (c) whether he/she/they is/are regarded as a valuable business connection of the Group based on his/her/their work experience, professional qualifications, knowledge in the industry or other relevant factors (including without limitation technical know-how, market competitiveness, synergy between him/her/them and the Group, external business connections, strategic value, and repute and credibility).

(vi) any person who, in the sole discretion of the Board, has contributed or may contribute to the Group

those persons expected to have business dealings with and/or make significant contributions to the development and growth of the Group through their contractual performance and commercial interactions with the Group

For selection of grantee under item (vi) above, grantee(s) are selected based on proposals submitted by relevant business unit or management of the Company and must follow a fair, robust, transparent and impartial selection process. A grant proposal must include a summary of including, but not limited to, (a) contribution has been made or expected to be made from each of the proposed grantees, (b) key performance indicators to measure the performance of the individual grantees before vesting of the share options.

The Board upon receiving the proposals shall convene a Board meeting to discuss and review the proposals as soon as practicable, at which the Board shall discuss in details the summary of the above list of grantees before grant of share options. The management of the Company of the relevant business unit shall attend the Board meeting and give explanation to the Board on the reasons for selecting those grantees.

Notwithstanding the above mentioned factors, the selection criteria and the kind of value of the contribution to the Group shall remain at the discretion of the Board in accordance with the rules of the Share Option Scheme.

The Board does not have any plans or intention to grant Share Options under the Share Option Scheme before the AGM or immediately after obtaining the approval of the proposed refreshment of Scheme Mandate Limit.

– 9 –

LETTER FROM THE BOARD

Conditions

The proposed refreshment of the Scheme Mandate Limit is conditional upon:

• (i) the Shareholders passing an ordinary resolution to approve the proposed refreshment of the Scheme Mandate Limit at the AGM; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of the Share Options to be granted pursuant to the Share Option Scheme under the refreshed Scheme Mandate Limit.

Listing application

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares which fall to be issued upon the exercise of any Share Options that may be granted pursuant to the Share Option Scheme under the refreshed Scheme Mandate Limit.

ANNUAL GENERAL MEETING

Set out on pages 21 to 25 of this circular is a notice convening the AGM to consider and, if appropriate, to approve the ordinary resolutions relating to the proposals for the Issue Mandate and the Repurchase Mandate, the re-election of Directors and the refreshment of Scheme Mandate Limit.

A form of proxy for use at the AGM is enclosed herewith. Whether or not you intend to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

– 10 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the 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. As such, all the resolutions set out in the notice of the AGM will be voted by poll.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/its votes or cast all his/its votes in the same way. As at the Latest Practicable Date, to the best knowledge of the Directors, none of the Shareholders shall be required to abstain from voting at the AGM.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions are in the best interests of the Company and the Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of such resolutions at the AGM.

GENERAL

Your attention is also drawn to the appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board

Enterprise Development Holdings Limited

Mao Junjie Executive Director

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution at the AGM to approve the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,133,854,771 Shares. Subject to the passing of the resolution for repurchase of Shares and assuming there is no further issue or repurchase of Shares prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 113,385,477 Shares, representing 10% of the aggregate number of the issued Shares as at the date of AGM.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or the earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum of association and the Articles and the laws of the Cayman Islands. Such repurchases may only be effected out of profits of the Company or a fresh issue of Shares made for the purpose of the repurchase or, subject to the Companies Law of the Cayman Islands, out of capital and, in the case of any premium payable on a 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 Companies Law of the Cayman Islands, out of capital.

As compared with the financial position of the Company as at 31 December 2020 (being the date to which the latest audited financial statements of the Company have been made up), the Board does not propose to exercise the Repurchase Mandate nor does it consider that there would be any material adverse impact on the working capital and on the gearing position of the Company in the event the proposed repurchases were to be exercised in full during the proposed repurchase period.

– 12 –

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

5. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2020 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
2020
May	0.210	0.180
June	0.199	0.171
July	0.235	0.171
August	0.300	0.187
September	0.240	0.173
October	0.226	0.172
November	0.185	0.166
December	0.179	0.143
2021
January	0.177	0.143
February	0.300	0.140
March	0.182	0.141
April	0.171	0.119
May (up to the Latest Practicable Date)	0.143	0.090

7. UNDERTAKING

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

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

– 13 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

8. CORE CONNECTED PERSON

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

9. TAKEOVERS CODE

If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, 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.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, Mr. King Pak Fu (“Mr. King”) is deemed to be interested in 278,351,792 Shares, representing approximately 24.55% of the issued Shares of the Company, among which, (i) 60,435,500 Shares are held through Affluent Start Holdings Investment Limited; (ii) 186,672,292 Shares are held through Luck Success Development Limited (“Luck Success”); (iii) 17,182,000 Shares are held through Sino Wealthy Limited (“Sino Wealthy”); (iv) 3,846,000 Shares are held through Mystery Idea Limited; and (v) 10,216,000 Shares are held through Elite Mile Investments Limited pursuant to the SFO. Each of Luck Success and Sino Wealthy is wholly-owned by Gauteng Focus Limited, which is wholly-owned by Rentian Technology Holdings Limited (in liquidation), the latter is owned indirectly as to 55.97% by Mr. King. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then the aggregate attributable interest of Mr. King would be increased from 24.55% to approximately 27.28% of the issued Shares of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

10. SHARE REPURCHASE MADE BY THE COMPANY

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

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

The following set out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM.

Executive Directors

Ms. Mao Junjie (“Ms. Mao”) , aged 38, was appointed as an executive Director on 31 December 2020. Ms. Mao is a director of certain subsidiaries of the Company. She worked at 北 京東方龍馬軟件發展有限公司 (Beijing Orient LegendMaker Software Development Company Limited) (“ Beijing Orient LegendMaker* ”), a subsidiary of the Company, from October 2012 to March 2017, and her last position was a public relation manager. Ms. Mao was a director of Forefront International (Hong Kong) Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Rentian Technology Holdings Limited (in liquidation) (a company listed on the Main Board of the Stock Exchange; Stock code: 885) (the controlling shareholder (as defined under the Listing Rules) of the Company which was ordered to be wound up by the High Court of Hong Kong on 21 October 2020), between the period from May 2019 until her resignation in December 2019. Ms. Mao confirmed that she is not a party of such winding up proceedings and is not aware of any actual or potential claim that has been or will be made against her as a result of the above. In addition, Ms. Mao has accumulated extensive experience in stock and bond analysis, trading and portfolio construction, currency trading, nonperforming asset investment, quantitative research and derivative trading. Ms. Mao obtained a bachelor’s degree from The Central Academy of Drama in July 2006. Ms. Mao did not hold any directorship in any other listed companies during the past three years.

Ms. Mao has entered into a management employment contract with the Company on 31 December 2020 which was supplemented by a supplemental agreement on 14 April 2021 for an initial term of three years commencing from 31 December 2020 unless terminated by not less than one month’s notice in writing served by either party to the other. She is subject to retirement and re-election at the next annual general meeting of the Company after her appointment and thereafter subject to retirement by rotation in accordance with the Articles. Ms. Mao is entitled to a Director’s remuneration of HK$2,000,000 per annum, which was determined by the Board based on her duties and responsibilities in the Group and the prevailing market conditions. She is also entitled to an annual discretionary performance bonus as may be determined by the Board with reference to the recommendation from the Remuneration Committee based on the financial performance of the Company and her performance.

As at the Latest Practicable Date, Ms. Mao does not have any interest in the Shares within the meaning of Part XV of the SFO.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Save as disclosed above, Ms. Mao does not have any relationship with any Directors, senior management, substantial (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) shareholders of the Company and does not hold any other position with the Company or any of its subsidiaries.

Ms. Li Zhuoyang (“Ms. Li”) , aged 46, was appointed as an executive Director on 24 May 2021. She is also a member of each of the Nomination Committee and remuneration committee of the Company (the “ Remuneration Committee ”). Ms. Li obtained a bachelor’s degree from Southwestern University of Finance and Economics in December 1998. She is currently an EMBA student at China Europe International Business School. Ms. Li has joined Beijing Orient LegendMaker, a non wholly-owned subsidiary of the Company since 2000. She was a director of Beijing Orient LegendMaker a legal representative and an executive director of each of 上海 東方龍馬技術有限公司 (Shanghai Orient LegendMaker Technology Co., Ltd.) and 成都東方 龍馬信息產業有限公司 (Chengdu Orient LegendMaker Information Industry Co., Ltd.), all are non wholly-owned subsidiaries of the Company, and a legal representative of the Guangzhou Branch of Beijing Orient LegendMaker. Ms. Li has been a legal representative of Beijing Orient LegendMaker, chairman and president since 2019. Ms. Li did not hold any directorship in any other listed companies during the past three years.

Ms. Li has entered into a management employment contract with the Company on 24 May 2021 for an initial term of three years commencing from 24 May 2021 unless terminated by not less than one month’s notice in writing served by either party to the other or payment in lieu of notice. She is subject to retirement and re-election at the next annual general meeting of the Company after her appointment and thereafter subject to retirement by rotation in accordance with the articles of association of the Company. Ms. Li is entitled to a salary of HK$30,000 per month, which is determined by the Board based on her duties and responsibilities in the Group and the prevailing market conditions. She is also entitled to a performance bonus after completion of 12-month services as may be determined by the Board with reference to the recommendation from the Remuneration Committee based on the financial performance of the Company and her performance.

As at the Latest Practicable Date, Ms. Li is interested in 6,481,413 share options exercisable into 6,481,413 Shares granted by the Company pursuant to the Share Option Scheme within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Li does not have any relationship with any Directors, senior management, substantial (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company and does not hold any other position with the Company or any of its subsidiaries.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Independent Non-Executive Directors

Mr. Cai Jinliang (“Mr. Cai”) , aged 51, was appointed as an independent non-executive Director on 24 August 2020. He is also the chairman of the Audit Committee, and a member of each of the Remuneration Committee and the Nomination Committee. Mr. Cai was graduated from Gannan Normal University in July 1989, majoring in Mathematics and obtained a Master degree of Business Administration and a Postgraduate Degree from Northwest Polytechnical University in September 2006. He has been a certified public accountant in China since August 2008 and has more than 12 years of practicing experience and obtained the qualification of a certified internal auditor, certification in control self-assessment and an independent director in the Shanghai Stock Exchange. Mr. Cai joined Wuyige Certified Public Accountants LLP in October 2012 and has been a partner and department manager since April 2018. He had been a senior project manager and a manager in RSM China LLP (now known as Ruihua Certified Public Accountants) during the period from 2006 to September 2012. Mr. Cai has been an independent director and the convener of the board of directors, the audit committee of Fujian Start Group Co., Ltd. (a company listed on the Shanghai Stock Exchange; stock code: 600734) since September 2018. He had conducted the audit work on the annual reports of Jingwei Textile Machinery Co., Ltd. (a company listed on the Shenzhen Stock Exchange; stock code: 666), Shandong Xinneng Taishan Power Generation Co., Ltd. (a company listed on the Shenzhen Stock Exchange; stock code: 720), Xinyangfeng Agricultural Technology Co., Ltd. (a company listed on the Shenzhen Stock Exchange; stock code: 902), Metallurgical Corporation of China Ltd. (a company listed on both the Shanghai Stock Exchange and Hong Kong Stock Exchange; stock code: 601618, 01618), China Huaneng Group Co., Ltd., Great Wall Securities Co., Ltd (a company listed on the Shenzhen Stock Exchange; stock code: 2939) and Yintai Securities Co., Ltd., and has extensive experience in auditing annual report, significant assets restructuration and special audit on state-owned enterprises and listed companies. Mr. Cai performed internal audits according to corporate internal control standards of Datang International Power Generation Co., Ltd. (a company listed on both the Shanghai Stock Exchange and Hong Kong Stock Exchange; stock code: 601991, 991) and Angang Steel Company Limited (a company listed on both the Shenzhen Stock Exchange and Hong Kong Stock Exchange; stock code: 898, 347), provided consultation services on the establishment of internal control system of Xinjiang Bayi Iron & Steel Group Co., Ltd. (a company listed on the Shanghai Stock Exchange; stock code: 600581) and has extensive experience in internal audit, evaluation and system construction consulting services. Save as aforesaid, Mr. Cai did not hold any directorship in any other listed companies during the past three years.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Cai signed an appointment letter issued by the Company on 24 August 2020 for an initial term of three years commencing on 24 August 2020 unless terminated by not less than one month’s notice in writing served by either party to the other. He is subject to retirement and re-election at the next annual general meeting of the Company after his appointment and thereafter subject to retirement by rotation and re-election at least once in every three years in accordance with the Articles. Mr. Cai is entitled to a director’s remuneration of HK$20,000 per month, which was determined by the Board with reference to the recommendation of the Remuneration Committee based on his qualifications, experience and the then prevailing market conditions.

As at the Latest Practicable Date, Mr. Cai does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Cai does not have any relationship with any Directors, senior management, substantial (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) shareholders of the Company and does not hold any other position with the Company or any of its subsidiaries.

Mr. Hui Yat On (“Mr. Hui”) , aged 61, was appointed as an independent non-executive Director on 11 January 2021. He is also a member of the Audit Committee. Mr. Hui graduated from the Chinese University of Hong Kong with a bachelor’s degree in business administration in December 1982. In November 2004, Mr. Hui obtained a master’s degree in professional accounting from Hong Kong Polytechnic University. He has become a member of the Hong Kong Institute of Certified Public Accountants since December 1986. Mr. Hui is a member of the Hong Kong Chiu Chow Chamber of Commerce. He has been an independent non-executive director of ArtGo Holdings Limited (a company listed on the Main Board of the Stock Exchange; stock code: 3313) since 8 June 2016. Mr. Hui is currently a senior executive of a company listed on the GEM of the Stock Exchange. He has previously served as the executive director and senior executive of several Hong Kong listed companies. Mr. Hui has three decades of experiences in the field of corporate finance and financial services. Save as aforesaid, Mr. Hui did not hold any directorship in any other listed companies during the past three years.

Mr. Hui has signed an appointment letter issued by the Company on 11 January 2021 for an initial term of three years commencing on 11 January 2021 unless terminated by not less than one month’s notice in writing served by either party to the other. He is subject to retirement and reelection at the next annual general meeting of the Company after his appointment and thereafter subject to retirement by rotation and re-election at least once in every three years in accordance with the Articles. Mr. Hui is entitled to a director’s remuneration of HK$20,000 per month, which was determined by the Board with reference to the recommendation of the Remuneration Committee based on his qualifications, experience and the then prevailing market conditions.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

As at the Latest Practicable Date, Mr. Hui does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Hui does not have any relationship with any Directors, senior management, substantial (as defined in the Listing Rules) or controlling (as defined in the Listing Rules) shareholders of the Company and does not hold any other position with the Company or any of its subsidiaries.

Mr. Chin Hon Siang (“Mr. Chin”) , aged 51, was appointed as an independent nonexecutive Director on 26 May 2021. He is also the chairman of each of the Nomination Committee and the Remuneration Committee, and a member of the Audit Committee. He holds a Bachelor of Commerce Degree from Monash University, Australia. Mr. Chin is a member of CPA Australia. He has over 20 years of experience in external auditing, merger and acquisition and corporate finance.

Mr. Chin served as an independent non-executive director of Pine Capital Group Limited, a company listed on the Catalist Board of the Singapore Exchange (stock code: ADJ.SI) from January 2020 to July 2020. He had also served as an independent non-executive director of Blockchain Group Company Limited (in liquidation), a company incorporated in the Cayman Islands with limited liability and listed on the Main Board of the Stock Exchange (stock code: 00364) (which is principally engaged in the manufacture and sale of raw teas, refined teas and other related products in the People’s Republic of China and was ordered to be wound up by the High Court of Hong Kong on 19 November 2018), from July 2016 to July 2018 and an independent non-executive director of Rentian Technology Holdings Limited (in liquidation), a company incorporated in the Cayman Islands with limited liability and listed on the Main Board of the Stock Exchange (stock code: 00885) (the controlling shareholder (as defined under the Listing Rules) of the Company which is principally engaged in the businesses of (i) the provision of integrated smart internet-ofthings solutions to enterprise customers; (ii) human-machine interactive devices; (iii) intelligent documentation service; (iv) securities investment; and (v) money lending and was ordered to be wound up by the High Court of Hong Kong on 21 October 2020), from October 2015 to January 2021. Mr. Chin confirmed that he is not a party of such winding up proceedings and is not aware of any actual or potential claim that has been or will be made against him as a result of the above. He served as the Chief Financial Officer of Asia Green Agriculture Corp, a company formerly listed on the Over-the-Counter Bulletin Board in the United States of America (stock code: AGAC), from September 2012 to August 2015, the Chief Finance Manager of Dukang Distillers Holdings Limited, a company listed on Singapore Exchange (stock code: GJ8.SI) and Taiwan Stock Exchange Corporation (stock code: 911616.TW), from May 2010 to March 2012 and the Chief Financial Officer of United Food Holdings Limited, a company listed on Singapore Exchange (stock code: AZR.SI), from September 2002 to April 2010. Save as aforesaid, Mr. Chin did not hold any directorship in other listed companies during the past three years.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Chin has signed an appointment letter issued by the Company on 26 May 2021 for an initial term of three years commencing on 26 May 2021 unless terminated by not less than one month’s notice in writing served by either party to the other or payment in lieu of notice. He is subject to retirement and re-election at the next annual general meeting of the Company after his appointment and thereafter subject to retirement by rotation in accordance with the articles of association of the Company. Mr. Chin is entitled to a director’s fee of HK$20,000 per month, which is determined by the Board based on his duties and responsibilities in the Group and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Chin does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Chin does not have any relationship with any Directors, senior management, substantial (as defined in the Listing Rules) or controlling (as defined in the Listing Rules) shareholders of the Company and does not hold any other position with the Company or any of its subsidiaries.

Save as disclosed above, there are no information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to subparagraphs (h) to (v) therein) nor are there any other matters need to be brought to the attention of the Shareholders in respect of each of the above Directors.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [44 x 42] intentionally omitted <==

ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1808)

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of Enterprise Development Holdings Limited (the “Company”) will be held at Meeting Room (SOHO2), 6/F., IBIS Hong Kong Central Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Wednesday, 30 June 2021 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the Directors and auditors of the Company and its subsidiaries for the year ended 31 December 2020.

2. (a) To re-elect Ms. Mao Junjie as Director.

3. (b) To re-elect Ms. Li Zhuoyang as Director.

4. (c) To re-elect Mr. Cai Jinliang as Director.

5. (d) To re-elect Mr. Hui Yat On as Director.

6. (e) To re-elect Mr. Chin Hon Siang as Director.

7. (f) To authorize the board of Directors (the “Board”) of the Company to fix the Directors’ remuneration.

8. To re-appoint Mazars CPA Limited as auditors of the Company and to authorize the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT:

2. (A) subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;

4. (C) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate number of shares of the Company in issue as at the date of passing this resolution; and

5. (D) for the purposes of this resolution, “Relevant Period” means the period from the time of the passing of this resolution until whichever is the earliest of:

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

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

   • (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange).”

1. “ THAT:

2. (A) subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;

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

4. (C) the aggregate number of shares of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing this resolution; and

5. (D) for the purposes of this resolution, “Relevant Period” means the period from the time of the passing of this resolution until whichever is the earliest of:

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

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

   • (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon the passing of ordinary resolutions no. 4 and 5 above, the aggregate number of the shares of the Company which are repurchased by the Company pursuant to and in accordance with the said ordinary resolution no. 5 shall be added to the aggregate number of the shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to and in accordance with the said ordinary resolution no. 4.”

As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution

1. “ THAT conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the shares of the Company (representing a maximum of 10% of the number of shares of the Company in issue as at the date of passing of this resolution) which may fall to be issued by the Company pursuant to the exercise of options granted under the share option scheme adopted by the Company on 26 May 2016 (the “Share Option Scheme”), approval be and is hereby granted for refreshing the 10% mandate limit under the Share Option Scheme (the “Refreshed Scheme Limit”) pursuant to such that the total number of shares of the Company which may be allotted and issued upon the exercise of all share options to be granted under the Share Option Scheme and any other share option schemes of the Company under the Refreshed Scheme Limit shall not exceed 10% of the shares of the Company in issue on the date of passing this resolution, provided that for the purpose of calculating whether the Refreshed Scheme Limit is exceeded, all shares of the Company which are subject to or had been subject to the share options granted under the Share Option Scheme and any other share option schemes of the Company prior to the passing this resolution (including share options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be taken into account, and the Directors or duly authorised committee thereof be and are hereby authorized to grant share options and to allot, issue and deal with unissued shares of the Company pursuant to the exercise of share options granted under the Share Option Scheme within the Refreshed Scheme Limit in accordance with the rules of the Share Option Scheme, and to do such acts and execute such documents for or incidental to such purpose.”

By Order of the Board Enterprise Development Holdings Limited Mao Junjie Executive Director

Hong Kong, 31 May 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. For the purpose of determining the identity of the shareholders of the Company entitled to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, 24 June 2021 to Wednesday, 30 June 2021, both days inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 23 June 2021.

2. Any member of the Company entitled to attend and vote at the meeting convened by this notice shall be entitled to appoint proxy to attend and vote instead of him in accordance with the Articles of Association of the Company. A proxy need not be a member of the Company, but must be present in person to represent the member. In light of the epidemic situation of COVID-19, Shareholders may consider appointing the chairman of the meeting as his/her proxy to vote on the resolutions, instead of attending the meeting in person.

3. In the case of joint holders of shares in the Company any one of such joint holder may vote either in person or by proxy in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

4. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time fixed for holding of the meeting.

5. With respect to resolutions no. 2 (a) to (e) of this notice, Ms. Mao Junjie, Ms. Li Zhuoyang, Mr. Cai Jinliang, Mr. Hui Yat On and Mr. Chin Hon Siang shall retire from office of directorship and shall offer themselves for re-election in accordance with the Articles of Association of the Company. Details of the retiring Directors which are required to be disclosed under the Listing Rules are set out in the circular of the Company dated 31 May 2021.

6. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:30 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the websites of the Company at www.1808.com.hk and the Stock Exchange at www.hkexnews.hk to notify shareholders of the date, time and venue of the rescheduled meeting.

7. In case the venue is being closed on the date of meeting due to COVID-19, the meeting shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board. The Company will post an announcement on the Stock Exchange and the Company’s website notifying Shareholders of the date, time and place of the adjourned meeting.

8. As at the date of this notice, the Board comprises two executive Directors, namely Ms. Mao Junjie and Ms. Li Zhuoyang, and three independent non-executive Directors, namely Mr. Cai Jinliang, Mr. Hui Yat On and Mr. Chin Hon Siang.

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