Expert Systems Holdings Limited — AGM Information 2021

Jun 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 your stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Expert Systems Holdings Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying proxy form 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 the transferee.

Hong Kong Exchange 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.

EXPERT SYSTEMS HOLDINGS LIMITED 思博系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8319)

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AND

PROPOSED RE-ELECTION OF DIRECTORS AND

NOTICE OF THE 2021 ANNUAL GENERAL MEETING

A notice convening the 2021 annual general meeting of the Company to be held on Friday, 17 September 2021 at 2:30 p.m. at United Conference Centre, 10/F United Centre, 95 Queensway, Admiralty, Hong Kong (the ‘‘2021 AGM’’) is set out on pages 18 to 23 of this circular. A form of proxy for use at the 2021 AGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) at www.hkexnews.hk and the Company at www.expertsystems.com.hk.

Whether or not you are able to attend the 2021 AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2021 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the 2021 AGM or any adjourned meeting thereof if they so wish.

PRECAUTIONARY MEASURES FOR THE 2021 AGM

Taking into account the recent developments of the novel coronavirus pandemic, the Company will implement the following prevention and control measures at the 2021 AGM to safeguard the health and safety of the shareholders attending the 2021 AGM:

1. Compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue.

2. Every shareholder or proxy is required to wear a surgical face mask throughout the meeting.

3. No refreshments will be served and no corporate gifts will be distributed. Attendees who do not comply with the precautionary measures referred to above may be denied entry to the 2021 AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of shareholders, the Company would like to encourage shareholders to exercise their right to vote at the 2021 AGM by appointing the chairman of the 2021 AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the 2021 AGM in person.

This circular will remain on the Stock Exchange’s website at www.hkexnews.hk, the GEM website at www.hkgem.com, on the ‘‘Latest Company Announcements’’ page for at least seven days from the date of its posting and on the Company’s website at www.expertsystems.com.hk.

28 June 2021

CHARACTERISTICS OF GEM

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

Given 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Issuance Mandate and the Repurchase Mandate . . . .	4
3.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	2021 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Statement of Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix	I — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . .	8
Appendix	II — Details of Directors Proposed to be Re-elected at the 2021 AGM . .	12
Notice of	the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

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DEFINITIONS

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

• ‘‘2021 AGM’’

• an annual general meeting of the Company to be held on Friday, 17 September 2021 at 2:30 p.m. at United Conference Centre, 10/F United Centre, 95 Queensway, Admiralty, Hong Kong to consider and, if appropriate, to approve the resolutions contained in the AGM Notice which is set out on pages 18 to 23 of this circular, or any adjournment thereof

• ‘‘AGM Notice’’

• the notice convening the 2021 AGM set out on pages 18 to 23 of this circular

• ‘‘Articles’’ or ‘‘Articles of Association’’

• the articles of association of the Company, as adopted on 15 March 2016 and amended from time to time

• ‘‘Board’’

• the board of the Directors

• ‘‘Companies Law’’

• the Companies Law, Cap. 22 (Laws of 1961, as consolidated and revised) of the Cayman Islands

• ‘‘Company’’

• Expert Systems Holdings Limited (思博系統控股有限公 司), a company incorporated in the Cayman Islands on 18 September 2015 as an exempted company with limited liability and registered in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance

• ‘‘Controlling Shareholders’’

• a group of Shareholders which controls the Company

• ‘‘Director(s)’’

• the director(s) of the Company

• ‘‘Expert HK’’

• Expert Systems Limited, a company incorporated in Hong Kong and the operating subsidiary of the Company

• ‘‘GEM’’

the GEM of the Stock Exchange

• ‘‘GEM Listing Rules’’

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

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘Issuance Mandate’’

as defined in paragraph 2(a) of the Letter from the Board of this circular

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DEFINITIONS

• ‘‘Latest Practicable Date’’ 21 June 2021, being the latest practicable date prior to the printing of this circular for ascertaining information in this circular

• ‘‘PRC’’ the People’s Republic of China

• ‘‘Repurchase Mandate’’ as defined in paragraph 2(b) of the Letter from the Board of this circular

• ‘‘SFO’’ the Securities and Future Ordinance, Chapter 571 of the Laws of Hong Kong

• ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 15 March 2016

• ‘‘Share Options’’ the options granted under the Share Option Scheme which entitle the holders thereof to subscribe for Shares in accordance with the terms of the Share Option Scheme

• ‘‘Share(s)’’ ordinary share(s) with a nominal value of HK$0.01 each in the share capital of the Company, or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers, as amended, supplemented and/or otherwise modified from time to time

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

EXPERT SYSTEMS HOLDINGS LIMITED 思博系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8319)

Executive Directors: Mr. Lau Wai Kwok (Chief Executive Officer) Ms. Lau Tsz Yan Mr. So Cheuk Wah Benton

Non-executive Directors: Mr. Wong Chu Kee Daniel (Chairman) Mr. Chu Siu Sum Alex Mr. Chan Kin Mei Stanley

Independent non-executive Directors: Mr. Au Yu Chiu Steven Mr. Chung Fuk Wing Danny Mr. Ko Man Fu Mr. Mak Wai Sing

Registered office: Second Floor Century Yard Cricket Square P.O. Box 902 Grand Cayman KY1-1103 Cayman Islands

Principal place of business in Hong Kong: 22/F, Yen Sheng Centre 64 Hoi Yuen Road Kwun Tong, Kowloon Hong Kong

28 June 2021

To the Shareholders,

Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AND

PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF THE 2021 AGM

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the 2021 AGM for (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the

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LETTER FROM THE BOARD

extension of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Repurchase Mandate; and (iv) the re-election of Directors.

2. PROPOSED GRANTING OF THE ISSUANCE MANDATE AND THE REPURCHASE MANDATE

Ordinary resolutions will be proposed at the 2021 AGM to approve the granting of the new general mandates to the Directors:

• (a) to allot, issue or deal with new Shares of an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$1,600,800 (equivalent to 160,080,000 Shares) on the basis that the existing issued share capital of the Company of 800,400,000 Shares remains unchanged as at the date of the 2021 AGM) (the ‘‘Issuance Mandate’’);

• (b) to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, of an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$800,400 (equivalent to 80,040,000 Shares) on the basis that the existing issued share capital of the Company of 800,400,000 Shares remains unchanged as at the date of the 2021 AGM) (the ‘‘Repurchase Mandate’’); and

• (c) Subject to the passing of the aforesaid ordinary resolutions granting the Issuance Mandate and the Repurchase Mandate, to extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issuance Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

In accordance with the requirements of the GEM Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the GEM Listing Rules, in particular Rule 13.08 of the GEM Listing Rules, is set out in Appendix I to this circular. This explanatory statement provides you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate. The Directors currently have no immediate plan to exercise the Issuance Mandate or the Repurchase Mandate (if granted to the Directors at the 2021 AGM).

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Article 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election. Pursuant to Article 84(1) of the Articles, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation at each annual general meeting, provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

As such, each of Mr. Lau Wai Kwok, Mr. Wong Chu Kee Daniel, Mr. Ko Man Fu and Mr. Mak Wai Sing will retire from office as Director at the 2021 AGM and, being eligible, offer himself for re-election.

The Nomination Committee of the Company reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and Director Nomination Policy and the Company’s corporate strategy, and, where applicable, the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors who are due to retire at the 2021 AGM.

The requisite details of the above Directors proposed to be re-elected at the 2021 AGM are set out in Appendix II to this circular.

4. 2021 AGM AND PROXY ARRANGEMENT

A notice convening the 2021 AGM to be held on Friday, 17 September 2021 at 2:30 p.m. at United Conference Centre, 10/F United Centre, 95 Queensway, Admiralty, Hong Kong for the purpose of considering and, if thought fit, passing the resolutions as stated therein is set out on pages 18 to 23 of this circular.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2021 AGM. An announcement on the poll vote results will be published by the Company after the 2021 AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

The 2021 annual report incorporating the audited consolidated financial statements of the Group for the year ended 31 March 2021 and the reports of the Directors and the auditor thereon has been issued and published simultaneously upon the issuance of this circular. You will find enclosed with this circular a form of proxy for use at the 2021 AGM and such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.expertsystems.com.hk. Whether or not you are

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LETTER FROM THE BOARD

able to attend the 2021 AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for holding the 2021 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 2021 AGM, and in such event, your form of proxy shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the granting/extension of the Issuance Mandate, the Repurchase Mandate and the re-election of the retiring Directors are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favour of the relevant resolutions as set out in the AGM Notice to be proposed at the 2021 AGM.

6. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the 2021 AGM, the transfer books and the register of members of the Company will be closed from Tuesday, 14 September 2021 to Friday, 17 September 2021, both days inclusive, during which period no transfer of the Shares will be registered. In order to establish the right to attend and vote at the 2021 AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, located at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 13 September 2021.

7. STATEMENT OF RESPONSIBILITY

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

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LETTER FROM THE BOARD

8. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I — Explanatory Statement on the Repurchase Mandate; and Appendix II — Details of Directors Proposed to be Re-elected at the 2021 AGM.

Yours faithfully, By Order of the Board Expert Systems Holdings Limited Wong Chu Kee Daniel Chairman and non-executive Director

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The following is an explanatory statement required by the GEM Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2021 AGM in relation to the granting of the Repurchase Mandate.

1. REASON FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. 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 earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 800,400,000 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the 2021 AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued ordinary share capital of the Company remains unchanged as at the date of the 2021 AGM, i.e. being 800,400,000 Shares, the Directors would be authorised to exercise the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 80,040,000 Shares, being 10% of the issued share capital of the Company as at the date of the 2021 AGM. The Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period which the next annual general meeting of the Company is required by the Articles or the applicable laws of the Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

3. FUNDING AND IMPACT OF REPURCHASES

Any repurchase will be funded from the Company’s internal resources, which shall be funds legally available for such purpose in accordance with the memorandum of association and the Articles of the Company, the GEM Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

Under the laws of the Cayman Islands, any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital. In accordance with the laws of the Cayman Islands, the shares so repurchased would be treated as cancelled.

As compared with the financial position of the Company as at 31 March 2021 (being the date to which the latest audited consolidated accounts of the Company have been made up), the Directors consider that there might be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company.

4. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code.

Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), 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 for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, the Controlling Shareholders, namely, Mr. Chu Siu Sum Alex, Mr. Lau Wai Kwok, Mr. Mok Chu Leung Terry, Mr. Cheung Nap Kai and Mr. Wong Chu Kee Daniel, deemed as parties acting in concert, together control 561,750,000 Shares, or approximately 70.2% interest in the issued share capital of the Company. As a result, each of the Controlling Shareholders is deemed to be interested in such 561,750,000 Shares, representing approximately 70.2% of the issued share capital of the Company, as at the Latest Practicable Date.

In the event that the Repurchase Mandate were exercised in full, the interest of the Controlling Shareholders would be increased from approximately 70.2% to approximately 78.0%. On the basis of the aforesaid increase of shareholding held by the Controlling Shareholders, in proportion, the Directors are not aware of any consequences of such repurchases of the Shares that would result in a Shareholder, or a group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate were exercised in full. Moreover, the Directors do not intend to

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

exercise the power to repurchase Shares to an extent which would render any Shareholder or a group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the Shares in public hands.

5. GEM LISTING RULES RELATING TO REPURCHASE OF SHARES

The GEM Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the Company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions.

The GEM Listing Rules provide that all proposed repurchases of shares must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general repurchase mandate or by a specific approval of a particular transaction, and that the shares to be repurchased must be fully paid up.

6. UNDERTAKING OF THE DIRECTORS

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 in accordance with the memorandum of association and the Articles of the Company.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors or, to the best knowledge and belief of the Directors having made all reasonable enquiries, any of their respective close associates (as defined in the GEM Listing Rules) have any present intention, in the event that the proposed Repurchase Mandate is granted, to sell the Shares to the Company. No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that they have a present intention to sell the Shares to the Company, or that they have undertaken not to sell any of the Shares held by them to the Company, in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of the Shares pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

8. SHARE REPURCHASE MADE BY THE COMPANY

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

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

9. SHARE PRICES

The highest and lowest prices of the Shares during the previous 12 months up to and including the Latest Practicable Date were as follows:

Month	Share Price (per Share)	Share Price (per Share)
	Highest	Lowest
	HK$	HK$
2020
June	0.08	0.06
July	0.08	0.07
August	0.11	0.08
September	0.12	0.10
October	0.12	0.10
November	0.12	0.09
December	0.11	0.09
2021
January	0.12	0.10
February	0.13	0.10
March	0.12	0.12
April	0.13	0.12
May	0.17	0.13
June (up to the Latest Practicable Date)	0.17	0.16

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

The biographical details of the Directors proposed to be re-elected at the 2021 AGM are set out as follows:

1. LAU WAI KWOK (劉偉國)

Position and experience

Mr. Lau Wai Kwok (劉偉國) (‘‘Mr. Lau’’), aged 52, is the chief executive officer of the Company and an executive Director. Mr. Lau is responsible for overseeing the business, corporate strategy, long-term planning all-round development and daily operations of the Group. He was appointed as a Director on 18 September 2015 and the chief executive officer of the Company and an executive Director on 15 March 2016. He is also the compliance officer of the Company and a member of both the nomination committee and corporate governance committee.

Mr. Lau was appointed as a director of the operating subsidiary, Expert HK, on 24 September 2004. He has been the general manager of Expert HK since October 2004, responsible for overseeing the business of the Group. Mr. Lau also holds directorships in other subsidiaries within our Group, namely Expert BVI and Expert Macau. He is one of the Controlling Shareholders.

Mr. Lau graduated from the University of Hong Kong with a degree of Bachelor of Science in November 1991. Mr. Lau has extensive experience in the IT industry, including sales, marketing and operational management. Prior to joining the Group, he was involved in the sales, marketing and management of IT and telecommunication products. He worked as a marketing executive at System-Pro Computers Limited, an IT products reseller, from August 1992 to December 1995. He joined Dell Computer Asia Limited, an IT products manufacturer, in January 1996 as account manager, and he was general sales manager of the large corporate accounts division when he left the company in April 2002. Thereafter, he joined Hutchison Global Communications Limited, a telecommunication company, as sales manager — strategic accounts in May 2002, and the position he held before he left the company in October 2004 was manager — sales (public sector).

Length of service

Pursuant to the Director’s service contract entered into between the Company and Mr. Lau, his current term of office is for a period of three years commenced from 15 March 2019, unless terminated by either party giving to the other not less than three months’ prior notice in writing. Mr. Lau is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Mr. Lau does not have any relationships with other Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lau was interested in 100,000,000 Shares. In addition, Mr. Lau holds share options under the Share Option Scheme of the Company entitling him to subscribe for 2,000,000 Shares. Save as disclosed above, Mr. Lau had no interest or short position in any Shares, underlying Shares or debentures of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract, Mr. Lau is entitled to a monthly salary of HK$134,000 and performance bonuses to be determined by the Board. For the year ended 31 March 2021, Mr. Lau’s total emoluments were HK$2,578,000. Mr. Lau’s emoluments are determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company’s remuneration committee.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information of Mr. Lau to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules; and there are no other matters concerning Mr. Lau that need to be brought to the attention of the Shareholders.

2. WONG CHU KEE DANIEL (黃主琦)

Position and experience

Mr. Wong Chu Kee Daniel (黃主琦) (‘‘Mr. Wong’’), aged 60, is the chairman of the Company and a non-executive Director. Mr. Wong is responsible for providing leadership to the Board and advising on the business strategies of our Group. He was appointed as a Director on 18 September 2015. Mr. Wong had been a director of the operating subsidiary, Expert Systems Limited (‘‘Expert HK’’), from October 2003 to September 2004. He was reappointed as a director of Expert HK in February 2007 and he has been holding such directorship up to now. His role in the Group has been non-executive and he has not taken part in the daily management of the Group. On 15 March 2016, Mr. Wong was appointed as a non-executive Director and the chairman of the Board. He is also a member of corporate governance committee and was a member of the remuneration committee until 2 July 2020. Mr. Wong also holds directorships in a number of the other subsidiaries within our Group, namely Expert Systems Group Limited (‘‘Expert BVI’’) and Expert Systems (Macau) Limited (‘‘Expert Macau’’). He is one of the Controlling Shareholders.

Mr. Wong graduated from the University of East Anglia in the United Kingdom with a Bachelor of Science degree in Computer Studies in July 1984. He has over 30 years of experience in the IT industry.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

Mr. Wong began his career as a sales support engineer in 1984 and thereafter he joined AST Research (Far East) Limited (‘‘AST’’), a computer products manufacturer, in February 1986. During his service at AST, he collaborated with Mr. Chu Siu Sum Alex and Mr. Mok Chu Leung Terry (being two of the Controlling Shareholders) in the development of the China market through the establishment of sales channels and joint ventures in China. Mr. Wong was a general manager for North Asia (including China, Hong Kong, Taiwan, Korea and Japan) before he left AST in October 1998. Mr. Wong is one of the founders of ServiceOne Limited (‘‘ServiceOne HK’’), which is a connected person of the Company and is principally engaged in providing IT support services across Hong Kong, Macau and China.

Mr. Wong had been a director of Decisionone Limited (‘‘Decisionone’’) which was a private company incorporated in Hong Kong. Decisionone had not commenced any business since its incorporation and it was subsequently dissolved by deregistration pursuant to Section 291AA of the Predecessor Companies Ordinance on 3 October 2008. Mr. Wong confirmed that Decisionone was solvent at the time of it being dissolved by deregistration.

Length of service

Pursuant to the Director’s service contract entered into between the Company and Mr. Wong, his current term of office is for a period of three years commenced from 15 March 2019, unless terminated by either party giving to the other not less than three months’ prior notice in writing. Mr. Wong is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Mr. Wong does not have any relationships with other Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wong was interested in 53,300,000 Shares. In addition, Mr. Wong holds share options under the Share Option Scheme of the Company entitling him to subscribe for 500,000 Shares. Save as disclosed above, Mr. Wong had no interest or short position in any Shares, underlying Shares or debentures of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract, Mr. Wong is entitled to an annual Director’s fee of HK$154,500 and the participation in any bonus schemes or other benefits of the kind available to the executive Directors. For the year ended 31 March 2021, Mr. Wong’s total emoluments were HK$161,000. Mr. Wong’s emoluments are determined with reference to

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company’s remuneration committee.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information of Mr. Wong to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules; and there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.

3. KO MAN FU (高文富)

Position and experience

Mr. Ko Man Fu (高文富) (‘‘Mr. Ko’’), aged 61, was appointed as an independent non-executive Director on 15 March 2016. He is responsible for bringing an independent judgment to bear on issues of strategy, investment, policy, performance, accountability, resources, key appointments and standards of conduct. He is also the chairman of the remuneration committee and a member of both the audit committee and nomination committee.

Mr. Ko obtained a degree of Bachelor of Laws and Postgraduate Certificate in Laws from the University of Hong Kong in 1986 and 1987 respectively. He was admitted as a solicitor of the High Court of Hong Kong in September 1989. He is a Reverse Mortgage Counsellor of the Law Society of Hong Kong.

Mr. Ko has been working as a solicitor in Hong Kong with various law firms for more than 31 years. He is currently working as a consultant at the law firm, Hau, Lau, Li & Yeung.

Length of service

Pursuant to the Director’s service contract entered into between the Company and Mr. Ko, his initial current term of office is for a period of three years commenced from 15 March 2019, unless terminated by either party giving to the other not less than one month’s prior notice in writing. Mr. Ko is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Mr. Ko does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ko holds share options under the Share Option Scheme entitling him to subscribe for 100,000 Shares. Save as disclosed above, Mr. Ko had no interest or short position in any Shares, underlying Shares or debentures of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract, Mr. Ko is entitled to an annual Director’s fee of HK$154,500. For the year ended 31 March 2021, Mr. Ko’s total emoluments were HK$152,000. Mr. Ko’s emoluments are determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company’s remuneration committee.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information of Mr. Ko to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules; and there are no other matters concerning Mr. Ko that need to be brought to the attention of the Shareholders.

4. MAK WAI SHING (麥偉成)

Position and experience

Mr. Mak Wai Sing (麥偉成) (‘‘Mr. Mak’’), aged 60, was appointed as an independent non-executive Director on 15 March 2016. He is responsible for bringing an independent judgment to bear on issues of strategy, investment, policy, performance, accountability, resources, key appointments and standards of conduct. He is also a member of the audit committee, remuneration committee and nomination committee.

Mr. Mak graduated from the University of Nottingham in the United Kingdom with a degree of Bachelor of Science majoring in civil engineering in July 1983. He further received his degree of Master of Business Administration from the Chinese University of Hong Kong in October 1986.

Mr. Mak has over 30 years of experience in the trading business. He began his career with Swire & Maclaine Ltd. (‘‘Swire & Maclaine’’), a trading company in 1986 and he was group manager when he left Swire & Maclaine. Mr. Mak then joined Li & Fung (Trading) Limited (‘‘Li & Fung’’) in June 2000 and he was senior vice president when he left Li & Fung in January 2013.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

APPENDIX II

Length of service

Pursuant to the Director’s service contract entered into between the Company and Mr. Mak, his initial current term of office is for a period of three years commenced from 15 March 2019, unless terminated by either party giving to the other not less than one month’s prior notice in writing. Mr. Mak is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Mr. Mak does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Mak holds share options under the Share Option Scheme entitling him to subscribe for 100,000 Shares. Save as disclosed above, Mr. Mak had no interest or short position in any Shares, underlying Shares or debentures of the Company pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service contract, Mr. Mak is entitled to an annual Director’s fee of HK$154,500. For the year ended 31 March 2021, Mr. Mak’s total emoluments were HK$152,000. Mr. Mak’s emoluments are determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company’s remuneration committee.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information of Mr. Mak to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules; and there are no other matters concerning Mr. Mak that need to be brought to the attention of the Shareholders.

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NOTICE OF THE 2021 AGM

EXPERT SYSTEMS HOLDINGS LIMITED 思博系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8319)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the ‘‘Meeting’’) of Expert Systems Holdings Limited (the ‘‘Company’’) will be held on Friday, 17 September 2021 at 2:30 p.m. at United Conference Centre, 10/F United Centre, 95 Queensway, Admiralty, Hong Kong for the purpose of considering the following ordinary business:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the ‘‘Directors’’) and auditor for the year ended 31 March 2021.

2. To declare a final dividend of HK0.90 cent per ordinary share of the Company for the year ended 31 March 2021 to be paid out of the share premium account of the Company.

3. To re-appoint BDO Limited as auditor of the Company and to authorize the board of the Directors to fix its remuneration.

4. (a) To re-elect Mr. Lau Wai Kwok as an executive Director.

5. (b) To re-elect Mr. Wong Chu Kee Daniel as a non-executive Director.

6. (c) To re-elect Mr. Ko Man Fu as an independent non-executive Director.

7. (d) To re-elect Mr. Mak Wai Sing as an independent non-executive Director.

8. To authorize the board of the Directors to fix the respective Directors’ remuneration.

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NOTICE OF THE 2021 AGM

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued 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;

• (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 or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

• (ii) the exercise of the outstanding conversion rights attached to any convertible securities issued by the Company, which are convertible into shares of the Company;

• (iii) the exercise of any options granted under the share option scheme(s) adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or

• (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the Articles from time to time,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF THE 2021 AGM

• (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;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s Articles 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.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members 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. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, rules and regulations, be and is hereby, generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize 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;

• (c) the aggregate nominal amount of shares of the Company to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF THE 2021 AGM

• (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;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s Articles 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.’’

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon the passing of the ordinary resolutions 6 and 7 as set out in this notice convening the Meeting (the ‘‘Notice’’), the general mandate granted to the Directors pursuant to ordinary resolution 6 as set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution 7 as set out in this Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.’’

By Order of the Board Expert Systems Holdings Limited Wong Chu Kee Daniel Chairman and non-executive Director

Hong Kong, 28 June 2021

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NOTICE OF THE 2021 AGM

Chairman and non-executive Director:

Mr. Wong Chu Kee Daniel

Chief executive officer and executive Director:

Mr. Lau Wai Kwok

Executive Directors: Ms. Lau Tsz Yan Mr. So Cheuk Wah Benton

Non-executive Directors:

Mr. Chu Siu Sum Alex Mr. Chan Kin Mei Stanley

Independent non-executive Directors: Mr. Au Yu Chiu Steven

Mr. Chung Fuk Wing Danny Mr. Ko Man Fu

Mr. Mak Wai Sing

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

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

3. In order to be valid, the instrument appointing a proxy and (if required by the board of Directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.

4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned Meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

5. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, 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 votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

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NOTICE OF THE 2021 AGM

1. To ascertain shareholders’ eligibility to attend and vote at this Meeting, the register of members of the Company will be closed from Tuesday, 14 September 2021 to Friday, 17 September 2021 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the Meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 13 September 2021.

2. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution 7 as set out in this notice is set out in Appendix I to the Company’s circular dated 28 June 2021.

3. Details of the retiring directors proposed to be re-elected as Directors of the Company at the Meeting are set out in Appendix II to the Company’s circular dated 28 June 2021.

4. A form of proxy for use at the Meeting is enclosed.

5. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is hoisted or in effect at or after 11:00 a.m. on the date of the annual general meeting, the Meeting will be postponed. The Company will post an announcement on the Company’s website at www.expertsystems.com.hk and the Stock Exchange’s website at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

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