Future World Holdings Limited — Proxy Solicitation & Information Statement 2020

Nov 24, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in Future World Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the 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 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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FUTURE WORLD HOLDINGS LIMITED 未來世界控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 572)

MAJOR TRANSACTION EXTENSION OF LOAN FACILITY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of Future World Holdings Limited (the “ Company ”) is set out on pages 4 to 13 of this circular. A notice convening an extraordinary general meeting of the Company to be held at Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at 11:00 a.m. on Wednesday, 16 December 2020 are set out on pages EGM-1 to EGM-4 of this circular. The proxy form for use at the aforesaid general meeting is enclosed with this circular. Such proxy form is also published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

Whether or not you intend to attend the extraordinary general meeting, you are requested to complete and return the proxy form in accordance with the instructions printed thereon and deposit the same at the offices of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Please refer to page 1 of this circular for the measures being taken to prevent and control the spread of the COVID-19 at the EGM, including but not limited to:

(1) Compulsory body temperature check

(2) Compulsory wearing of surgical face mask

(3) Maintaining a safe distance between seats

(4) No provision of refreshments or beverages

(5) No distribution of coupons for subsequent consumption

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM venue.

In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.

25 November 2020

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – FINANCIAL INFORMATION OF THE GROUP. . . . . . . . . . . . .	14
APPENDIX II – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

PRECAUTIONARY MEASURES FOR THE EGM

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. To prevent and control the spread of the COVID-19, the Company will implement the following at the EGM as part of the control measures to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

• (1) Compulsory body temperature checks will be conducted for every attendee at the entrance of the EGM venue. Any person who has a body temperature of over 37.5 degrees Celsius or is subject to the mandatory quarantine order imposed by the Hong Kong government will be denied entry into or be required to leave the EGM venue.

• (2) Every attendee must wear a surgical face mask throughout the EGM and inside the EGM venue. Please note that no masks will be provided at the EGM venue and attendees should bring and wear their own masks.

• (3) The Company will maintain a safe distance between seats.

• (4) No refreshments or beverages will be served.

• (5) No distribution of coupons for subsequent consumption.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. The Company strongly encourages the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and return the proxy forms to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. The Shareholders should check the Company’s website (www.fw-holdings.com) or the Stock Exchange’s website (www.hkexnews.hk) for any future announcements and updates on the EGM arrangements.

– 1 –

DEFINITIONS

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

“associates”

has the meaning ascribed to this term under the Listing Rules

“Board”

the board of Directors

“Central Wealth”

Central Wealth Group Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (stock code: 139)

• “Central Wealth Group”

Central Wealth and its subsidiaries

• “Central Wealth Shares”

• ordinary shares of HKD0.01 each in the share capital of Central Wealth

• “Company”

Future World Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on Main Board of the Stock Exchange

“Directors” director(s) of the Company

• “EGM”

the extraordinary general meeting of the Company to be held and convened for the purpose of considering and, if thought fit, approval the Supplemental Agreement and the transactions contemplated thereunder

• “Globally Finance”

Globally Finance Limited, a company incorporated in Hong Kong with limited liability and a wholly owned subsidiary of the Company

“Group”

the Company and its subsidiaries

“Hong Kong”

Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party(ies)”

third party(ies) independent of and not connected with the Company and its connected persons and is not acting in concert (as defined in the Codes on Takeovers and Mergers and Share Buy-backs) with any of the connected persons of the Company or any of their respective associates (as defined under the Listing Rules)

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DEFINITIONS

“Latest Practicable Date” 20 November 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular “Loan(s)” the revolving loan(s) drawn and to be drawn by Central Wealth under the Loan Facility granted by Globally Finance to Central Wealth under the Loan Agreement (as supplemented by the Supplemental Agreement, as the case maybe) “Loan Agreement” the original loan agreement dated 7 September 2017 (as supplemented by the first supplemental agreement dated 19 September 2017, the second supplemental agreement dated 25 April 2018) “Loan Facility” the revolving loan facility granted by Globally Finance to Central Wealth under the Loan Agreement (as supplemented by the Supplemental Agreement, as the case maybe) “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” holder(s) of the Share(s) “Share(s)” ordinary share(s) of HKD0.02 each in issue and in the unissued share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Agreement” the conditional supplemental agreement dated 7 October 2020 and entered into between Globally Finance as lender and Central Wealth as borrower in relation to, among others, the extension of the Loan Facility and the revision of interest rate “HKD” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 3 –

LETTER FROM THE BOARD

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FUTURE WORLD HOLDINGS LIMITED 未來世界控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 572)

Executive Directors: Liang Jian Yu Zhenzhong Cai Linzhan Lau Fai Lawrence Siu Yun Fat Wang Fei Yu Qingrui Independent Non-executive Directors: Chen Pei Siu Siu Ling, Robert Tam Tak Wah Wang Ning Zheng Zongjia

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Principal office of business: Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong

25 November 2020

To the Shareholders,

Dear Sir or Madam,

MAJOR TRANSACTION EXTENSION OF LOAN FACILITY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

As announced in the announcement of the Company dated 7 October 2020, Globally Finance and Central Wealth on 7 October 2020 entered into the conditional Supplemental Agreement, pursuant to which the parties agree that (1) the Availability Period (as defined below) of the Loan Facility and Repayment Date (as defined below) of the outstanding Loans drawn and to be drawn under the Loan Facility shall be extended from 31 December 2020 to 31 December 2023, and (2) the interest rate of the outstanding Loans drawn and to be drawn under the Loan Facility shall be changed from 8% per annum to 7% per annum with effect from 1 January 2021.

– 4 –

LETTER FROM THE BOARD

As certain applicable percentage ratios (as defined under the Listing Rules) in respect of the Loan Facility (as amended and supplemented by the Supplemental Agreement) exceed 25%, the entering into of the Supplemental Agreement and the transactions contemplated thereunder constitute a major transaction on the part of the Company under Chapter 14 of the Listing Rules and shall be subject to approval of the Shareholders at the EGM.

The purpose of this circular is to give you further details of the Loan Agreement (as amended and supplemented by the Supplemental Agreement) and a notice of the EGM and such other information as required by the Listing Rules.

BACKGROUND

As disclosed in the circular of the Company dated 16 July 2018, Globally Finance (a wholly owned subsidiary of the Company) as lender entered into the Loan Agreement with Central Wealth as borrower, pursuant to which Globally Finance agreed to grant the Loan Facility in the amount of up to HKD270,000,000 to Central Wealth for a term up to 31 December 2020. As Central Wealth was a substantial shareholder of the Company in 2018, the Loan Agreement and the transactions contemplated thereunder constituted connected transaction on the part of the Company under Chapter 14A of the Listing Rules. Independent Shareholders’ approval for the Loan Agreement and the transactions contemplated thereunder had been obtained at the extraordinary general meeting of the Company held on 6 August 2018. For further details, please refer to the circular of the Company dated 16 July 2018.

EXTENSION OF LOAN FACILITY

The Board announces that after arm’s length negotiations, on 7 October 2020 (after trading hours), Globally Finance and Central Wealth entered into the conditional Supplemental Agreement to the Loan Agreement, pursuant to which the parties agree that (1) the Availability Period of the Loan Facility and Repayment Date of the outstanding Loans drawn and to be drawn under the Loan Facility shall be extended from 31 December 2020 to 31 December 2023, and (2) the interest rate of the outstanding Loans drawn and to be drawn under the Loan Facility shall be changed from 8% per annum to 7% per annum with effect from 1 January 2021. Set out below are the principal terms of the Loan Agreement (as amended and supplemented by the Supplemental Agreement).

The Loan Agreement (as amended and supplemented by the Supplemental Agreement)

Date:

7 September 2017 (as supplemented by the first supplemental agreement dated 19 September 2017, the second supplemental agreement dated 25 April 2018 and the Supplemental Agreement dated 7 October 2020)

– 5 –

LETTER FROM THE BOARD

Parties:

• (1) Globally Finance as lender

• (2) Central Wealth as borrower

Globally Finance is a company incorporated in Hong Kong and is a wholly owned subsidiary of the Company and is principally engaged in money lending.

Central Wealth is a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 139)

Loan Facility amount:

HKD270,000,000

Interest:

8% per annum till 31 December 2020 and 7% per annum from 1 January 2021

Availability Period:

the period commencing from the date of the original Loan Agreement and ending on 31 December 2023 (the “ Availability Period ”)

Repayment Date:

31 December 2023 (or such earlier date as Globally Finance and Central Wealth may agree in writing) (the “ Repayment Date ”)

Repayment:

The principal of the Loans drawn under the Loan Facility and for the time being outstanding shall be repaid in full in one lump sum on the Repayment Date, whereas the interest on the aggregate principal amount outstanding under the Loans shall be paid by Central Wealth quarterly.

Central Wealth shall be entitled to prepay the whole or any part of the Loan(s) with the prior written approval of Globally Finance.

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LETTER FROM THE BOARD

The Loan Facility is revolving in nature and any Loan amount(s) prepaid or repaid in accordance with the terms of the Loan Agreement may be redrawn by Central Wealth under the Loan Facility during the Availability Period provided that the outstanding principal amount of the Loan drawn under the Loan Facility shall not exceed HKD270,000,000.

Conditions for the Loan(s):

The obligation of Globally Finance to advance under the Loan Agreement shall be subject to the fulfillment of the following conditions:

• (i) all necessary approvals, consents, authorisations and licenses in relation to the transaction contemplated under the Loan Agreement having been obtained;

• (ii) all representations and warranties made by Central Wealth in the Loan Agreement or in connection therewith shall be true and correct with the same effect as made on and as of the relevant drawdown date(s) with reference to the facts and circumstances then subsisting;

• (iii) no event of default shall have occurred;

• (iv) Globally Finance having received such other documents, evidence and financial and other information relating to any matter contemplated under the Loan Agreement as Globally Finance may require; and

• (v) the passing of necessary resolutions by the Shareholders at the extraordinary general meeting of the Company to be held and convened to approve, confirm and ratify the Loan Agreement and the transaction contemplated thereunder.

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LETTER FROM THE BOARD

Default:

If Central Wealth defaults in repayment on the due date of any sum, interest or other amounts payable under the Loan Agreement, it shall pay interest on such overdue sums from the due date until payment in full (before and after judgment) at the rate of 8% per annum (“ Default Interest ”). Globally Finance may serve a written notice to Central Wealth after the Repayment Date confirming the total amount of the Default Interest, and Central Wealth shall settle the Default Interest in full within ten (10) Business Days upon receipt of such notice.

Conditional Supplemental Agreement

The Supplemental Agreement shall be conditional upon the passing of the necessary resolution(s) by the Shareholder at the EGM to be held and convened to approve, confirm and ratify the Supplemental Agreement and the transactions contemplated thereunder.

If the condition set out has not been satisfied on or before 31 December 2020, or such later date as Globally Finance and Central Wealth may agree, the Supplemental Agreement shall cease and terminate as if the Supplemental Agreement had not been entered but the Loan Agreement shall remain as valid and effective as if the Supplemental Agreement had not been entered.

Funding of the Loan Facility

The Group will finance the Loan Facility with its internal resources.

The Loan Facility amount and the interest rate

The Loan Facility amount was determined after arm’s length negotiations with reference to the historical transaction amounts of the Loan(s) provided to Central Wealth by Globally Finance. As at the Latest Practicable Date, the principal amount of the Loan(s) outstanding was HKD236,000,000.

With completion of the rights issue by the Company on 14 August 2020, the Group has additional funds for its general working capital. In this regard, the Company considers that it has sufficient resources to fund the Loan Facility.

– 8 –

LETTER FROM THE BOARD

The interest rate under the Loan Agreement (as supplemented and amended by the Supplemental Agreement) was agreed by the parties after arm’s length negotiations having taken into account the following factors:

• (1) the prevailing range of market interest rates and practices that interest rates offered by licensed money lenders. The interest rate offered by Globally Finance shall be in line with such market practice;

• (2) the anticipated decrease in interest rate in the forthcoming years as a result of the global economy uncertainty. It is noted that the central banks are cutting the interest rates and the interest rate may further decrease in the forthcoming years.

Under the Loan Agreement (as amended by the Supplemental Agreement), the maximum principal amount outstanding and the maximum interest amount in relation to the Loan for each of the period of the three years ending 31 December 2021, 31 December 2022 and 31 December 2023 are as follows:

Maximum principal amount Maximum interest amount Total	For the year ending 31 December 2021 HKD270,000,000 HKD18,900,000 HKD288,900,000	For the year ending 31 December 2022 HKD270,000,000 HKD18,900,000 HKD288,900,000	For the year ending 31 December 2023 HKD270,000,000 HKD18,900,000
			HKD288,900,000

REASONS FOR AND BENEFITS OF THE LOAN AGREEMENT AND THE SUPPLEMENTAL AGREEMENT

As the Loan has been generating interest income to Globally Finance, the Company believes it is a good opportunity to obtain continuing returns in terms of interest income for the Group by extending the term of the Loan Facility for three years from 31 December 2020 to 31 December 2023. It is expected that the Loan will continue to contribute positively to the earnings and assets of the Group for the forthcoming years.

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LETTER FROM THE BOARD

In light of the global economy uncertainty and the COVID-19 outbreak, the Directors believe that the interest rate of 7% under the Loan Agreement (as supplemented by the Supplemental Agreement) can generate considerable returns to the Company. Having considered that (i) the grant of the Loan Facility to Central Wealth is in line with the ordinary and usual course of business of Globally Finance and is on normal commercial terms; and (ii) the interest rate under the Loan Agreement (as supplemented by the Supplemental Agreement) is relatively attractive as it is much higher than the interest rate for fixed deposits in the banks in Hong Kong, the Company further believes that the advance of the Loan(s) to Central Wealth represents an investment opportunity which is beneficial to the Company.

In determining the interest rate under the Loan Agreement (as supplemented by the Supplemental Agreement), the relevant market rates considered by the Company include (1) the bank prime lending rates for Hong Kong dollar, which is currently 5% per annum, (2) the weighted average effective interest rates on the bank borrowings of the Group, which was ranging from 2.85% to 3.81% for the year ended 31 December 2019, and (3) the interest rates charged by Globally Finance for unsecured loans advanced to other third parties.

It is also noted that the Federal Open Market Committee of the US Fed announced in March 2020 to adjust downward the target range for the US federal funds rate. Global central banks and fiscal authorities have lowered interest rates. On interest rates, it is expected that Hong Kong interbank rates would likely follow the downward trend of their US counterparts. As such, the Company contemplates that the interest rate would decrease in the forthcoming years.

Central Wealth requested to lower the interest rate for the Loan Facility. Having taken into consideration of the downward trend of the interest rate and the relatively low return of fixed deposits, the Company considers that it is in the interests of the Company to extend the Loan Facility with a slight lower interest rate. Moreover, it is noted that the current banks’ fixed deposit rates are all below than 1% per annum. As such, the interest rate of 7% is substantially higher that the banks’ fixed deposits rates. Based on the maximum principal amount of the Loan Facility of HKD270,000,000, the maximum interest receivable by the Group per annum would be HKD18,900,000, which represents considerable returns to the Group.

In view of the above factors and the internal control measures, the Directors consider that (a) the Supplemental Agreement was entered into on normal commercial terms; (b) the terms of the Supplemental Agreement (including the extended term of the Loan Facility and the interest rate) are fair and reasonable; (c) the possibility of default of Central Wealth under the Loan Agreement is low, and therefore the risks in associated with the grant of the Loan Facility to Central Wealth is relatively low; and (d) having taken into account of the stream of interest income expected to be derived from the Loan(s), the Loan Agreement (as supplemented by the Supplemental Agreement) is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Having taken into consideration of the terms and conditions of the Loan Facility (including the interest rate) as a whole and the global economy uncertainty with the past credit record of Central Wealth, the Board considers that the terms of the Loan Facility (including the interest rate) are fair and reasonable despite the decrease in interest rate from 8% to 7% per annum.

Mr. Yu Qingrui, being common director of both the Company and Central Wealth, was considered to be interested in the transactions contemplated under the Loan Agreement and the Supplemental Agreement, and has abstained from voting on the relevant Board resolutions relating to the Loan Agreement, the Supplemental Agreement and the transactions contemplated thereunder. Apart from the aforesaid, none of the Directors has any material interest in the transactions and none of them is required to abstain from voting on the Board resolutions approving the Loan Agreement, the Supplemental Agreement and the transactions contemplated thereunder.

INFORMATION OF THE GROUP AND GLOBALLY FINANCE

The Company is an investment holding company. The Group is principally engaged in (i) high technology business; (ii) property investment; (iii) provision of financing services; (iv) securities trading and investment; (v) investment in film industry; (vi) trading business and related services; and (vii) licensing of e-commerce platform.

Globally Finance is a company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of the Company. It is principally engaged in money lending and related business in Hong Kong and holds a valid Money Lenders Licence under the provisions of the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) to carry out its business.

INFORMATION ON CENTRAL WEALTH

Central Wealth is a company incorporated in Bermuda with limited liability which together with its subsidiaries is principally engaged in securities and futures dealing business, financial investments, property investments and money lending business. Central Wealth is a company listed on the Main Board of the Stock Exchange (stock code: 139).

As at the Latest Practicable Date, the Group (through its subsidiaries) was interested in 907,605,316 Central Wealth Shares, representing approximately 5.68% of the issued share capital of Central Wealth as at the Latest Practicable Date.

As at the Latest Practicable Date the Central Wealth Group was interested in 17,992,897 Shares, representing approximately 1.90% of the issued share capital of the Company as at the Latest Practicable Date.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, save as disclosed above, Central Wealth and its ultimate beneficial owner(s) are Independent Third Party.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios (as defined under the Listing Rules) in respect of the Loan Facility exceed 25%, the entering into of the Supplemental Agreement and the transactions contemplated thereunder constitute a major transaction on the part of the Company under Chapter 14 of the Listing Rules and shall be subject to approval of the Shareholders at the EGM.

Furthermore, the granting of the Loan Facility under the Loan Agreement constitutes provision of financial assistance by the Group under the Listing Rules. As the amount of the financial assistance granted to Central Wealth exceeds 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the grant of the Loan Facility is also subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

As any Shareholders who are involved in or interested in the Loan Agreement (as supplemented by the Supplemental Agreement) and the transactions contemplated thereunder are required to abstain from voting on the relevant ordinary resolution(s) approving the Supplemental Agreement and the transactions contemplated thereunder, Central Wealth and its associates will abstain from voting on the relevant ordinary resolution(s) to be proposed at the EGM. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, save for the 17,992,897 Shares held by the Central Wealth Group as at the Latest Practicable Date (representing approximately 1.90% of the issued share capital of the Company), no other Shareholder has material interest in the transactions contemplated under the Loan Agreement and no other Shareholder is required from abstain from voting under the Listing Rules on the relevant ordinary resolution(s) approving the Supplemental Agreement and the transactions contemplated thereunder at the EGM.

EGM

A notice convening the EGM to be held at Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Wednesday, 16 December 2020 at 11:00 a.m. is set out on pages EGM-1 to EGM-4 of this circular.

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LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the proxy form in accordance with the instructions printed thereon and deposit the same at the offices of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, save for the Shares held by the Central Wealth Group, no other Shareholder has any material interest in the transactions contemplated under the Loan Agreement and the Supplemental Agreement and no other Shareholder is required from abstain from voting on the relevant ordinary resolution(s) approving the Supplemental Agreement and the transactions contemplated thereunder at the EGM.

RECOMMENDATION

The Directors believe that the Loan Agreement (as supplemented by the Supplemental Agreement) are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Supplemental Agreement and the transaction contemplated thereunder.

ADDITIONAL INFORMATION

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

By order of the Board Future World Holdings Limited Liang Jian Chairman

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION

Financial information of the Group for each of the three years ended 31 December 2017, 2018 and 2019 are disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fw-holdings.com):

• annual report of the Company for the year ended 31 December 2017 published on 28 March 2018 (pages 55 to 139):

• https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0427/ltn20180427634.pdf

• annual report of the Company for the year ended31 December 2018 published on 22 March 2019 (pages 51 to 151):

• https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0425/ltn20190425463.pdf

• annual report of the Company for the year ended 31 December 2019 published on 26 March 2020 (pages 52 to 147)

https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0427/2020042701126.pdf

Financial information of the Group for the six months ended 30 June 2020 are disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fw-holdings.com):

• interim report of the Company for the six months ended 30 June 2020 published on 28 September 2020 (pages 12 to 44)

• https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0928/2020092800443.pdf

2. INDEBTEDNESS STATEMENT

The following table set forth a breakdown of our indebtedness as at 30 September 2020, being the latest practicable date for the purpose of this indebtedness in this circular.

Bank borrowings(note a) Other borrowings(note b) Lease liabilities(note c)	As at 30 September 2020 HKD’000 307,060 151,395 5,073
	463,528

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Notes:–

• (a) As at 30 September 2020, the bank borrowings are secured by the investment properties of the Group with a net carrying amount of approximately HKD662,000,000, and bear interest at range between 2% + HIBOR (1 month) per annum and 2.5% + HIBOR (1 week) per annum.

• (b) As at 30 September 2020, the other borrowings are secured by the pledges of financial assets at fair value through other comprehensive income of approximately HKD216,770,000 and an investment property of the Group with a net carrying amount of approximately HKD283,000,000.

• (c) The Group entered into several lease agreements for leasing of office premises and staff quarter located in Hong Kong and the PRC and recognised right-of-use assets and lease liabilities for these leases. Such lease liabilities amounted to approximately HKD5,073,000 as at 30 September 2020, which were classified as to approximately HKD3,561,000 as current liabilities and approximately HKD1,512,000 as non-current liabilities. The incremental borrowing rate of the lease liabilities ranged from 4.8% to 5.4% per annum.

As at the close of business on 30 September 2020, the Group did not have any significant contingent liabilities.

Save as aforesaid, and apart from intra-group liabilities and normal trade payable in the ordinary course of the business, as at the close of business on 30 September 2020, the Group did not have any outstanding mortgages, charges, debentures, debt securities or other loan capital, bank overdrafts or other similar indebtedness, finance lease or hire purchase commitments, liabilities under acceptance or acceptance credits, guarantees or other material contingent liabilities.

3. WORKING CAPITAL STATEMENT

The Directors are of the opinion that taking into account the existing banking and other borrowing facilities available and the existing cash and bank balances, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of this circular.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial position or trading position of the Group since 31 December 2019 being the date to which the latest published audited financial statements of the Group was made up.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

5. FINANCIAL AND TRADING PROSPECTS

The Company is an investment holding company. The Group is principally engaged in (i) high technology business; (ii) property investment; (iii) provision of financing services; (iv) securities trading and investment; (v) investment in film industry; (vi) trading business and related services; and (vii) licensing of e-commerce platform. The Group will continue to explore opportunities in these core businesses so as to create long-term value for its shareholders.

Other than the existing business as named hereinabove which is on an on-going basis, the management will explore other business opportunities to diversify its business portfolio with a view to broaden its income stream which shall be in the best interests of the Company and its shareholders as a whole. In 2019, the Board has initiated a restructure by appointing new Directors and new Chief Executive Officer of the Group. Leveraging on the expertise and experience of the new Directors and key management personnel, the Group has successfully embarked on new strategic initiatives and developed the business in relation to high technology and related services business. High technology business has made a very important contribution to the Group and the high technology business has successfully driven the Group’s business into new areas. The high technology business mainly revolves around industrial robot system, intelligence hardware for service robots, new energy transportation and entertainment technology.

Technology is leading the world into a new era and changing the global economy. Industrial robots have also improved production efficiency and accuracy. Robotics will completely change manufacturing, construction and infrastructure processes, and bring a industrial new revolution. As the multilateral relations between China and other countries are becoming increasingly tense, cooperation between countries, especially cooperation in science and technology, is encountering unprecedented challenges. However, this is an excellent opportunity for China to vigorously and independently develop technological innovation. In the context of the huge demand in the Mainland China market and the rapid application of new technologies, the Group will devote more resources to bolstering its high technology business through development and acquisition of quality international and domestic projects.

After the Company entered into a global strategic co-operation agreement with HIT Robot Group Co., Ltd.（哈工大機器人集團股份有限公司）(“ HIT Robot Group ”) in 2019, pursuant to which each of the Company and HIT Robot Group will become global strategic co-operation partner and will co-operate with each other on their respective business areas including but not limited to intelligent robotics, artificial intelligence, 3C intelligence technology products and commodities trading, HIT Robot Group has become a substantial shareholder of the Company holdings approximately 20% issued share capital indirectly of the Company upon completion of the Right Issue in August 2020. The Group believes that the cooperation with HIT Robot Group and supported by HIT Robot Group’s numerous industrial incubation bases in the Mainland China can speed up the development of the project.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

In the future, the Group will develop different innovative technology products and applications, pursue huge market opportunities and to diversify its high technology business portfolio with a view to broaden its income stream which shall be in the best interests of the Company and its shareholders as a whole.

In 2015, the Group invested in securities brokerage business in Hong Kong through investment in associates. The Group disposed the associates to Central Wealth listed on the Stock Exchange subsequently in 2017.

The Directors are optimistic to the securities market development in Hong Kong and have resolved to continue its securities brokerage business. The Group obtained the licenses from the Securities and Futures Commission to carry out Type 1 (Dealing in Securities) and Type 4 (Advising on Securities) regulated activities through a wholly owned subsidiary Future World Securities Investment Limited (“ FW Securities ”) (formerly name as Oriental Power Securities Investment Limited). FW Securities aims at providing broader and more diversified services to customers. FW Securities targets to provide securities dealing and advising securities services to its customers. FW Securities will provide broker-dealer services covering the stocks and investmentlinked instruments listed in the Stock Exchange. FW Securities will act as an underwriter or a subunderwriter or a placing agent or a sub-placing agent for companies listed or to be listed on the Stock Exchange or shareholders of companies listed or to be listed on the Stock Exchange for their fund raising exercises such as IPOs, rights issues, open offers or placing of new and/or existing shares and debt securities. FW Securities will charge placing or underwriting commission at a rate determined by negotiation with clients which is generally in line with market practice.

Facing the outbreak of the novel coronavirus (COVID-19) pandemic, the Group has ordered mask production lines and commenced mask production in April 2020. The Group has also engaged an independent third party for mask production on an OEM basis. However, with the alleviation of the COVID-19 outbreak since late April 2020 with the distribution of mask by the Hong Kong government, having taken into consideration of the reduction in demand and needs, the Group has ceased its own local mask production and disposed the relevant subsidiary in May 2020 in order to reduce costs and expenses whereas the Group will retain its OEM mask production in order to keep flexibility. As at the Latest Practicable Date, the mask products of the Group have been distributed and sold through a number of drugstores and one of the leading cosmetics retail chains in Hong Kong. The Group will closely observe the worldwide and local demand for mask products and will adjust its mask production and sales strategy from time to time.

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GENERAL INFORMATION

APPENDIX II

1. 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 regards 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.

2. DISCLOSURE OF INTERESTS BY DIRECTORS AND CHIEF EXECUTIVES IN THE COMPANY

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, were as follows:

Long position in the Shares and underlying Shares

			Approximate
			percentage of
		Number of	the total issued
	Capacity/	Shares and	share capital
Name of Director	Nature of interest	underlying Shares	of the Company
Siu Yun Fat	Beneficial owner	10,549,830 (note 1)	1.12%
Cai Linzhan	Beneficial owner	7,779,625 (note 2)	0.82%
Yu Qingrui	Beneficial owner	9,780,051 (note 3)	1.03%
Tam Tak Wah	Beneficial owner	13,367 (note 4)	0.00%

Notes:

1. Mr. Siu Yun Fat is interested in 3,440,000 Shares and 7,109,830 share options which conferring the rights for him to subscribe 7,109,830 Shares.

2. Mr. Cai Linzhan is interested in 1,614,457 Shares and 6,165,168 share options which conferring the rights for him to subscribe 6,165,168 Shares.

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GENERAL INFORMATION

APPENDIX II

1. Mr. Yu Qingrui is interested in 2,670,221 Shares and 7,109,830 share options which conferring the rights for him to subscribe 7,109,830 Shares.

2. Mr. Tam Tak Wah is interested in 13,367 Shares.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests and short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules.

3. DISCLOSURE OF INTERESTS BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS

As at the Latest Practicable Date, so far as any Directors are aware, the interest or short positions owned by the following parties (other than the Directors or chief executive of the Company) in the Shares, underlying Shares or debentures of the Company which are required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or which were required to be recorded in the register of the Company required to be kept under section 336 of the SFO were as follows:

Long position in the Shares

			Approximate
			percentage of
		Number of	the total issued
	Capacity/	Shares and	share capital
Name	Nature of interest	underlying Shares	of the Company
HRG Robotics International	Beneficial owner	189,080,000	20.0%
Limited (“HRG Robotics”)
(Note 1)
Zhang XiaoJun	Beneficial owner	60,000,000	6.35%

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GENERAL INFORMATION

APPENDIX II

Notes:

1. HRG Robotics is a company incorporated in Hong Kong in July 2017. HRG Robotics is wholly-owned by HIT Robot Group Shanghai Technology Service Co., Ltd.（哈工大機器人集團上海科技服務有限公司）, which in turn is wholly-owned by HIT Robot Group Co., Ltd.（哈工大機器人集團股份有限公司）(“ HIT Robot ”). HIT Robot was established in December 2014 as an enterprise jointly set up by Heilongjiang provincial government, the municipal government of Harbin and Harbin Institute of Technology. Based on the public record, HIT Robot is owned as to 30.01% by Harbin Industrial University Asset Investment Company Limited（哈爾濱工業大學資產投資經營有限責任公司）which is wholly-owned by Harbin Industrial University（哈爾濱工業大學）, 20.30% by HIT Qifu Investment Co., Ltd.（哈爾濱工大啟賦 投資有限公司）and the remaining equity interest is held by 12 individual, corporate entities or partnerships, each of them holds less than 10% equity interest in HIT Robot. HIT Robot and its subsidiaries (the “ HIT Robot Group ”) are principally engaged in the design, development, manufacturing and sales of robots and specializes in robotics industry and related businesses. Mr. Wang Fei, an executive Director of the Company, is also the chairman of HIT Robot. Mr. Wang is interested in approximately 59.99% of HIT Qifu Investment Co., Ltd.（哈爾濱工大啟賦投資有限公司）.

Save as disclosed above and as at the Latest Practicable Date, the Directors are not aware of any interests or short positions owned by any persons (other than the Directors or chief executives of the Company) in the Shares or underlying shares of the Company which were required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or which were required to be recorded in the register of the Company required to be kept under section 336 of the SFO.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

5. COMPETING INTERESTS

As at the Latest Practicable Date, Mr. Wang Fei, Mr. Liang Jian and Mr. Yu Zhenzhong held directorships in companies engaged in the high technology business. Mr. Lau Fai Lawrence (an executive Director) held directorship in one company engaged in the mask production under the segment of trading business and related services. Mr. Tam Tak Wah (an independent non-executive Director) held directorships in companies engaged in the businesses of securities trading and investment and provision of financing services.

– 20 –

APPENDIX II

GENERAL INFORMATION

The aforesaid companies have been operating under separate and independent managements. None of the abovementioned Directors can personally control the Board and each of them is fully aware of, and has been discharging, his fiduciary duty to the Company and has acted and will continue to act in the best interest of the Company and the Shareholders as a whole. Therefore, the Group is capable of carrying on its businesses independently of, and at arm’s length from, the businesses of such companies.

Save as disclosed above, none of the Directors or their respective associates were considered to have interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or have or may have any other conflicts of interest with the Group pursuant to the Listing Rules.

6. DIRECTORS’ INTEREST IN ASSETS, CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, there was no contract or arrangement subsisting in which any Director was materially interested and which was significant in relation to any business of the Group.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been since 31 December 2019 (being the date to which the latest published audited financial statements of the Group were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

7. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

– 21 –

GENERAL INFORMATION

APPENDIX II

8. MATERIAL CONTRACTS

The following contract (not being contract in the ordinary course of business of the Company) has been entered into by members of the Group within two years immediately preceding the date of this circular which is or may be material:

• (1) the subscription agreement dated 27 February 2019, and entered into between the Company as issuer and Victory Intelligence Industry Limited as subscriber, pursuant to which Victory Intelligence Industry Limited has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 900,000,000 new shares at the subscription price of HKD0.064 per subscription share;

• (2) the conditional sale and purchase agreement dated 3 July 2019 and entered into between Mr. Weng Shiqing and Mr. Lin Zherui as vendors and Best Pacific Global Limited, a direct wholly-owned subsidiary of the Company as purchaser in respect of the acquisition of the entire issued share capital of Rich Power International Holdings Limited at the consideration of HKD148,000,000;

• (3) the underwriting agreement dated 22 May 2020 and entered into between the Company as issuer and Central Wealth Securities Investment Limited as underwriter in relation to the underwriting arrangement in respect of the rights issue on the basis of one (1) rights share (after share consolidation of the issued and unissued shares on the basis of twenty (20) then existing Shares into one (1) consolidated share) for every two (2) consolidated shares held on the record date at the subscription price of HKD0.18 per rights share;

• (4) the placing agreement dated 22 May 2020 and entered into between the Company as issuer and Po Tai Securities (Hong Kong) Limited as placing agent in relation to the placing of unsubscribed rights shares at the subscription price of HKD0.18 per rights share; and

• (5) the Supplemental Agreement.

9. CORPORATE INFORMATION OF THE GROUP

Registered office

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

– 22 –

GENERAL INFORMATION

APPENDIX II

Headquarter and Unit 3711, 37/F, principal place of West Tower, Shun Tak Centre, business in Hong 168-200 Connaught Road Central, Hong Kong Kong

Principal share registrar Conyers Trust Company (Cayman) Limited and transfer office Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Branch share registrar Computershare Hong Kong Investor Services Limited and transfer office in Shops 1712-1716, 17th Floor, Hopewell Centre Hong Kong 183 Queen’s Road East Wan Chai, Hong Kong Company secretary Mr. Lau Cheuk Pun, a member of the Hong Kong Institute of Certified Public Accountants.

In the event of inconsistency, the English text of this circular shall prevail over the Chinese text thereof.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection during normal business hours at the head office and principal place of business in Hong Kong of the Company at Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong from the date of this circular up to and including the date of the EGM:

• (a) the memorandum of association and the articles of association of the Company;

• (b) the annual reports of the Company for the two years ended 31 December 2018 and 2019 and the interim report for the six months ended 30 June 2020;

• (c) the material contract referred to in the paragraph headed “Material contracts” of this appendix;

• (d) the circular of the Company dated 16 July 2020 in relation to the possible major transaction; and

• (e) this circular.

– 23 –

NOTICE OF EGM

==> picture [69 x 69] intentionally omitted <==

FUTURE WORLD HOLDINGS LIMITED

未來世界控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 572)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Future World Holdings Limited (the “ Company ”) will be held at 11:00 a.m. on Wednesday, 16 December 2020 at Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the supplemental agreement dated 7 October 2020 (the “ Supplemental Agreement ”) and entered into between Globally Finance Limited and Central Wealth Group Holdings Limited (formerly known as China Soft Power Technology Holdings Limited) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;

• (b) the loan agreement dated 7 September 2017, which was supplemented and amended by the first supplemental loan agreement dated 19 September 2017, the second supplemental loan agreement dated 25 April 2018 and the Supplemental Agreement (collectively, the “ Loan Agreement ”) and entered into between Globally Finance Limited as lender and Central Wealth Group Holdings Limited (formerly known as China Soft Power Technology Holdings Limited) as borrower in relation to the grant of the loan facility in the amount of up to HKD270,000,000 (details of the Loan Agreement are set out in the circular of the Company dated 25 November 2020, and a copy of the Loan Agreement is marked “A” and produced to the EGM and signed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved; and

EGM – 1

NOTICE OF EGM

• (c) any one or more director(s) of the Company (each a “ Director ”) be and is/are hereby authorised to implement and take all steps and do all acts and things and execute all such documents (including under seal, where applicable) which he/they consider(s) necessary, desirable or expedient to give effect to the Loan Agreement, the Supplemental Agreement, the transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole.”

Yours faithfully, For and on behalf of the board of Directors of Future World Holdings Limited Liang Jian Chairman

Hong Kong, 25 November 2020

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Unit 3711, 37/F, West Tower P.O. Box 2681 Shun Tak Centre Grand Cayman 168-200 Connaught Road Central KY1-1111 Cayman Islands Hong Kong

Notes:

1. The Register of Members will be closed from Friday, 11 December 2020 to Wednesday, 16 December 2020, both days inclusive, during which period no transfer of the Company’s shares will be registered. In order to establish the identity of the Company’s shareholders who are entitled to attend and vote at the extraordinary general meeting of the Company to be held on Wednesday, 16 December 2020, all transfer of the shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer agent in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration by no later than 4:30 p.m. on Thursday, 10 December 2020.

2. A shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

3. The form of proxy in the case of an individual shall be signed by the appointor or his attorney and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

EGM – 2

NOTICE OF EGM

1. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2. If the form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.

3. If no name is inserted in the space for the name of your proxy on the form of proxy, the chairman of the EGM will act as your proxy.

4. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time for holding the EGM or any adjournment of such meeting.

5. Personal Information Collection Statement: Your supply of Personal Data to the Company and/or the Company’s Registrars in Bermuda and Hong Kong in the form of proxy is on a voluntary basis. If you fail to provide sufficient information, we may not be able to process your appointment of proxy and instructions. “Personal Data” in this statement has the meaning defined under the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the “ PDPO ”), which may include but is not limited to the Personal Data you supplied to us in the form of proxy. Your Personal Data is collected for the purposes of processing and administration by the Company (or its Registrars in Bermuda and Hong Kong (as the case may be)) of proxies appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof) (the “ Purposes ”). The Personal Data may be retained for such period as may be necessary for our verification and record purposes. If you have provided Personal Data of individuals other than yourself in the form of proxy, you confirm that you have informed and sought the requisite consent from those individuals to the collection, use and disclosure of their Personal Data for the stated purposes. The Company may disclose or transfer the Personal Data to its subsidiaries, its Registrars, its agent, its contractor, and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the Personal Data or are otherwise relevant for the Purposes and need to receive the Personal Data. You have the right to request access to and/or correction of your Personal Data respectively in accordance with the provisions of the PDPO.

6. The Chinese version of the notice is for reference only. Should there be any discrepancies, the English version will prevail.

7. As at the date of this notice, the Board comprises seven executive Directors, namely Mr. Liang Jian, Mr. Yu Zhenzhong, Mr. Cai Linzhan, Mr. Lau Fai Lawrence, Mr. Siu Yun Fat, Mr. Wang Fei and Mr. Yu Qingrui; and (ii) five independent non-executive Directors, namely Mr. Chen Pei, Mr. Siu Siu Ling, Robert, Mr. Tam Tak Wah, Mr. Wang Ning and Mr. Zheng Zongjia.

EGM – 3

NOTICE OF EGM

	PRECAUTIONARY MEASURES FOR THE EGM
Please refer to page 1 of this circular for the measures being taken to prevent and control
the spread of the COVID-19 at the EGM, including but not limited to:
(1)	Compulsory body temperature check
(2)	Compulsory wearing of surgical face mask
(3)	Maintaining a safe distance between seats
(4)	No provision of refreshments or beverages
(5)	No distribution of coupons for subsequent consumption

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM venue. In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.

EGM – 4