G. A. Holdings Limited - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in G.A. Holdings Limited (the “ Company ”), you should at once hand this circular to the purchaser(s) or transferee(s) to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

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

This circular, for which the directors of the Company (the “ Directors ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange 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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(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong under the trading name of German Automobiles International Limited)

(Stock Code: 8126)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION, ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “ AGM ”) to be held at Unit 1007, Level 10, Tower I, Grand Century Place, 193 Prince Edward Road West, Mongkok, Kowloon, Hong Kong on Wednesday, 10 May 2023 at 11:00 a.m. is set out on pages 40 to 44 of this circular.

Whether or not you are able to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company 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 possible and in any event, not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

This circular will remain on the GEM website at www.hkgem.com and at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and on the Company’s website at www.ga-holdings.com.hk.

31 March 2023

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 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.

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed amendments and adoption of new Memorandum and Articles of Association . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Details of Directors proposed to be re-elected at the AGM . . . . . . . . . . .	11
Appendix III – Proposed amendments to the Memorandum and Articles of Association . .	13
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40

ii -

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at Unit 1007, Level 10, Tower I, Grand Century Place, 193 Prince Edward Road West, Mongkok, Kowloon, Hong Kong on Wednesday, 10 May 2023 at 11:00 a.m.; “Amendments” the amendments and restatement of the Memorandum and Articles as set out in Appendix III to this circular; “Annual Report” the annual report of the Company for the year ended 31 December 2022; “Articles” or “Articles of the existing articles of association of the Company, as amended, Association” supplemented and restated from time to time; “associate(s)” has the same meaning as defined in the GEM Listing Rules; “Board” the board of Directors; “Company” G.A. Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose Shares are listed on GEM; “Director(s)” director(s) of the Company; “GEM” GEM of the Stock Exchange; “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM; “Group” the Company and its subsidiaries; “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Issue Mandate” the general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with Shares not exceeding the aggregate of 20% of the number of the issued shares of the Company as at the date of passing of the relevant resolution at the AGM, which is extended by the addition of the number of Shares purchased under the Repurchase Mandate; “Latest Practicable Date” 23 March 2023, being the latest practicable date prior to the printing of this circular;

DEFINITIONS

“Memorandum” or “Memorandum	the existing memorandum of association of the Company, as
of Association	amended, supplemented and restated from time to time;
“New Memorandum and Articles”	the amended and restated memorandum and articles of association
	of the Company incorporating and consolidating all the proposed
	Amendments;
“PRC”	the People’s Republic of China;
“RMB”	Renminbi, the lawful currency of the PRC;
“Repurchase Mandate”	the general and unconditional mandate proposed to be granted to
	the Directors to exercise the power of the Company to repurchase
	Shares up to a maximum number equivalent to 10% of the number
	of the issued shares of the Company as at the date of passing of the
	relevant resolution at the AGM;
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong;
“Share(s)”	share(s) of nominal value of HK$0.10 each in the share capital of
	the Company;
“Shareholder(s)”	holder(s) of the Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Buy-backs issued
	by the Securities and Futures Commission in Hong Kong; and
“%”	per cent.

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong under the trading name of German Automobiles International Limited)

(Stock Code: 8126)

Executive Directors: Mr. Choy Choong Yew (Managing Director) Mr. Li Ze Qing Mr. Ma Hang Kon, Louis Mr. Zhang Xi

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

Non-Executive Director:

Mr. Lin Ju Zheng

Independent Non-executive Directors:

Mr. Yuen Kin Pheng (Chairman) Ms. Guan Xin Mr. Zhou Ming

Principal place of business in Hong Kong: Unit 1007, Level 10 Tower I, Grand Century Place 193 Prince Edward Road West Mongkok, Kowloon, Hong Kong

Head office in Singapore:

51 Goldhill Plaza #15-05 Singapore 308900

31 March 2023

To the Shareholders

Dear Sir and Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION, ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to, inter alia ; provide you with information regarding (i) the Issue Mandate; (ii) the Repurchase Mandate; (iii) the proposed amendments and adoption of new Memorandum and Articles of Association; and (iv) the re-election of the Directors, and to seek your approval of the ordinary resolutions relating to these matters at the AGM.

LETTER FROM THE BOARD

ISSUE MANDATE

Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate, and to authorise the extension of the Issue Mandate to allot and issue the Shares repurchased by the Company under the Repurchase Mandate, details of which are set out in ordinary resolutions Nos. 4A and 4C of the notice of AGM. The new Shares which may be allotted and issued pursuant to the Issue Mandate are limited to a maximum of 20% of the issued shares of the Company as at the date of passing of the resolution approving the Issue Mandate.

As at the Latest Practicable Date, the issued shares of the Company comprised 476,300,000 Shares. Assuming there is no change in the issued shares of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be allotted and issued pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 95,260,000 Shares.

The Issue Mandate will continue to be in force until the earlier of: (1) the conclusion of the next annual general meeting of the Company; (2) the date by which the next annual general meeting of the Company is required to be held by the Articles or applicable laws; or (3) the date upon which such authority is revoked or varied by a separate ordinary resolution of the Company in a general meeting.

Subject to the passing of the following ordinary resolution regarding the Repurchase Mandate, an ordinary resolution will also be proposed at the AGM to authorise the Directors to issue new Shares in an amount not exceeding the aggregate nominal amount of the Shares repurchased pursuant to the Repurchase Mandate.

REPURCHASE MANDATE

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution No. 4B of the notice of AGM. The Shares which may be repurchased pursuant to the Repurchase Mandate are limited to a maximum of 10% of the issued shares of the Company as at the date of passing the resolution approving the Repurchase Mandate.

As at the Latest Practicable Date, the issued shares of the Company comprised 476,300,000 Shares. Assuming that there is no change in the issued shares of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate on the date of passing the resolution approving the Repurchase Mandate will be 47,630,000 Shares.

The Repurchase Mandate will continue in force until the earlier of: (1) the conclusion of the next annual general meeting of the Company; (2) the date by which the next annual general meeting of the Company is required to be held by the Articles or applicable laws; or (3) the date upon which such authority is revoked or varied by a separate ordinary resolution of the Company in a general meeting.

An explanatory statement as required under the GEM Listing Rules, in particular Rule 13.08, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 84 (1) of the Company’s Articles of Association (the “ Articles ”) adopted on 11 May 2012, at each AGM one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement at AGM at least once every three years. Pursuant to Article 83 of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of members 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 AGM of the Company and shall then be eligible for re-election. At the AGM, it is intended that Mr. Choy Choong Yew, Mr. Li Ze Qing and Ms. Guan Xin, will be retired by rotation and will offer themselves for re-election thereof.

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

Ms. Guan Xin, an independent non-executive Director and is eligible for re-election at the AGM, has provided her annual confirmation of independence pursuant to Rule 5.09 of the GEM Listing Rules. The Company is of the view that all the independent non-executive Directors meet the independence guidelines set out in Rule 5.09 of the GEM Listing Rules and are independent in accordance with the terms of the guidelines.

PROPOSED AMENDMENTS AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The GEM Listing Rules have been amended with effect from 1 January 2022 which requires, among others, listed issuers to adopt a uniform set of 14 “Core Standards” for shareholder protections. As such, the Board proposes the Amendments to, among others, (i) bring the Memorandum and Articles in line with amendments made to the GEM Listing Rules and applicable laws of the Cayman Islands; and (ii) make certain house-keeping amendments to the Memorandum and Articles for the purpose of clarifying the existing practice. Details of the proposed Amendments are set out in Appendix III to this circular.

The Company has been advised by its legal advisers that the proposed Amendments conform to the requirements of the Listing Rules and do not contravene the laws of the Cayman Islands. The Company also confirms that there is nothing unusual about the proposed Amendments to the Memorandum and Articles for a company listed on the Stock Exchange. A special resolution will be proposed at the annual general meeting of the Company for the shareholders of the Company to, among others, consider and, if thought fit, approve the proposed Amendments and adoption of the New Memorandum and Articles. The New Memorandum and Articles will come into effect on the date on which the special resolution is duly passed at the annual general meeting of the Company.

AGM

A notice convening the AGM to be held at Unit 1007, Level 10, Tower I, Grand Century Place, 193 Prince Edward Road West, Mongkok, Kowloon, Hong Kong on Wednesday, 10 May 2023 at 11:00 a.m. is set out on pages 40 to 43 of this circular.

LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting (as the case may be) should you so wish.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all the resolutions put to the vote at any general meeting shall be decided by poll. An announcement of the results of the poll will be made after the AGM.

To the best of the Directors’ knowledge information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

RECOMMENDATION

You should also pay attention to the information set out in the appendices to this circular. The Directors are of the opinion that the proposed resolutions referred to in this circular are in the best interests of the Company and its Shareholders as a whole and, accordingly, recommend you to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board G.A. Holdings Limited Yuen Kin Pheng Chairman

EXPLANATORY STATEMENT

APPENDIX I

The GEM Listing Rules permit companies with a primary listing on GEM to repurchase their fully- paid shares subject to certain restrictions. This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with requisite information for your consideration of the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, there were 476,300,000 Shares in issue. Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of passing the resolution approving the Repurchase Mandate, the exercise of the Repurchase Mandate in full could result in up to a maximum of 47,630,000 Shares being repurchased by the Company during the period up to (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 Articles of the Company, the Companies Law (Revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the Repurchase Mandate by a separate ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

2. REASONS FOR REPURCHASES

Although the Directors have no present intention of repurchasing the Shares, they believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders for the Directors to have a general authority from the Shareholders to enable the Company 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 and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the applicable laws and regulations of the Cayman Islands.

Shares may only be repurchased out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of repurchase. The premium, if any, payable on repurchases must have been provided for out of the profits of the Company or out of the share premium account of the Company before or at the time the Shares are repurchased. The Company may not repurchase Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

4. GENERAL

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not

EXPLANATORY STATEMENT

APPENDIX I

propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. DIRECTORS’ UNDERTAKING

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

6. DIRECTORS AND CONNECTED PERSONS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the GEM Listing Rules) has any present intention to sell Shares to the Company in the event the Repurchase Mandate is approved by the Shareholders at the AGM.

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

7. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the GEM during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2022
March	0.248	0.211
April	0.240	0.220
May	0.230	0.218
June	0.235	0.212
July	0.235	0.210
August	0.245	0.225
September	0.226	0.160
October	0.203	0.153
November	0.181	0.161
December	0.180	0.180
2023
January	0.180	0.160
February	0.175	0.153
From 1 March to the Latest Practicable Date	0.165	0.143

EXPLANATORY STATEMENT

APPENDIX I

8. THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly interested in 5% or more of the nominal value of the issued ordinary shares that carry a right to vote in all circumstances at general meetings of the Company:

		Approximate	Percentage of
		Shareholding
		As at the	If Repurchase
	Number of	Latest	Mandate is
	Issued Share	Practicable	exercised in
Name	held/Interested	Date	full
Loh Nee Peng (Note 1)	107,780,320	22.63%	25.14%
Loh & Loh Construction Group Ltd.
(Note 1)	45,284,000	9.51%	10.56%
Big Reap Investment Limited (Note 1)	32,676,320	6.86%	7.62%
Galligan Holdings Limited (Note 2)	39,700,000	8.34%	9.26%
Credit Suisse Trust Limited (Note 2)	39,700,000	8.34%	9.26%

Notes:

The 107,780,320 Shares are held as to 32,676,320 Shares by Big Reap Investment Limited, 45,284,000 Shares by Loh & Loh Construction Group Ltd as well as 29,820,000 Shares directly by Mr. Loh Nee Peng. Big Reap Investment Limited is interested as to 100% by Mr. Loh Nee Peng and Loh & Loh Construction Group Ltd is interested as to 64% by Mr. Loh Nee Peng. By virtue of Part XV of the SFO, Mr. Loh Nee Peng is deemed to be interested in the Shares held by Big Reap Investment Limited and Loh & Loh Construction Group Ltd.
The 39,700,000 shares are held by Galligan Holdings Limited which is interested as to 100% indirectly held by Credit Suisse Trust Limited. By virtue of Part XV of the SFO, Credit Suisse Trust Limited is deemed to be interested in the shares held by Galligan Holdings Limited.

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolution No. 4B to be proposed at the AGM, and (if the present shareholdings of the Company otherwise remain the same), then the interests of each of the above Shareholders in the Company will be increased to approximately the percentages as set out opposite their respective names in the table above. The Directors believe that such increase will not give rise to an obligation on the part of each of the above Shareholders to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes. To the best of the knowledge, information and belief of the Directors and on the basis of the shareholdings of the Company as at the Latest Practicable Date, the Directors are not

EXPLANATORY STATEMENT

APPENDIX I

aware of any consequences which will arise under the Takeovers Codes as a result of any purchase of Shares made under the Repurchase Mandate, since none of the substantial Shareholders of the Company will hold 30% or more of the shareholding of the Company after the repurchase.

However, the Directors have no intention to exercise the power to repurchase Shares to an extent which will render the aforesaid Shareholders or any Shareholder or group of Shareholders becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Codes. Moreover, the Directors have no intention to exercise the Repurchase Mandate to such extent that would result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

9. SHARE PURCHASE MADE BY THE COMPANY

No purchase of Shares has been made by the Company in the previous six months prior to the Latest Practicable Date, whether on the Stock Exchange or otherwise.

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

APPENDIX II

The details of the retiring Directors who will retire and being eligible, offer themselves for re-election at the AGM are set out in this appendix. In relation to the details, the Company wishes to state that there are no changes required to be disclosed pursuant to Rule 17.50(2)(h)-(v) of the GEM Listing Rules.

Mr. Choy Choong Yew

Mr. Choy Choong Yew (“ Mr. Choy ”), aged 69, is currently the Managing Director and Compliance Officer of the Group and an authorised representative of the Company under the GEM Listing Rules as well as the director and general manager of Fujian Xingbao Automobiles Sales and Service Co., Ltd., a wholly-owned subsidiary of the Company. He joined the Group in 1987 as the administration and finance manager of the Group and has achieved significant results for the Group in several roles since then. He has been an executive Director since 2012.

Mr. Choy has broad-based expertise in general management, operations and finance. He is known for his ability to drive excellent business outcomes, through insightful strategic planning, participative leadership, and focus on operational efficiency and sound financial management principles. Mr. Choy’s educational qualifications include a Professional Diploma for Finance Controllers & Finance Directors of Foreign Investment and Foreign Enterprise in China (Zhongshan University and Hong Kong Management Association), Master of Finance (University of Royal Melbourne Institute of Technology), Diploma in Financial Management (Hong Kong Management Association) and Higher Diploma in Accounting (London Chamber of Commerce and Industry).

As at the Latest Practicable Date, save as disclosed above, Mr. Choy has confirmed to the Company that (i) he did not have any relationship with any of the Directors, senior management, substantial shareholders or controlling shareholders of the Company (which have the meanings ascribed to them respectively under the GEM Listing Rules); (ii) he did not have any other interest in the Shares within the meaning of Part XV of the SFO; (iii) he did not hold other positions in the Company or in other members of the Group; and (iv) he did not have any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date.

The Company entered into a service contract with Mr. Choy for a terms of three years commencing from 16 May 2021. He will not receive any Direcrtors’ fee or other emolument as an executive Director, the Managing Director and the Compliance Officer of the Company. He is subject to retirement by rotation and re-election in accordance with the Articles.

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

APPENDIX II

Mr. Li Ze Qing

Mr. Li Ze Qing (“ Mr. Li ”), aged 47, graduated from Chang’an University (長安大學) (formerly known as Xi’an Highway University* (西安公路交通大學)) with a bachelor degree in automotives application engineering in July 1998. Mr. Li began his career as an after-sales service engineer in Xiamen BMW Automobiles Service Co., Ltd, a wholly-owned subsidiary of the Company and departed the Group in 2009 as a technical trainer. Mr. Li has over 20 years of experience in automobiles operation management, spare parts logistics and managing relationships with customers and car manufacturers. He was appointed as an executive Director on 15 February 2023.

As at the Latest Practicable Date, save as disclosed above, Mr. Li has confirmed to the Company that (i) he did not have any relationship with any of the Directors, senior management, substantial shareholders or controlling shareholders of the Company (which have the meanings ascribed to them respectively under the GEM Listing Rules); (ii) he did not have any other interest in the Shares within the meaning of Part XV of the SFO; (iii) he did not hold other positions in the Company or in other members of the Group; and (iv) he did not have any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date.

The Company entered into a service agreement with Mr. Li with a term of three years commencing on 15 February 2023. Mr. Li’s remuneration as an executive director is RMB300,000 per annum which is determined with reference to his workload, duties and responsibilities. He is subject to retirement by rotation and re-election in accordance with the Articles.

Ms. Guan Xin

Ms. Guan Xin (“ Ms. Guan ”), aged 46, is currently the general manager of a company providing management, training and consultancy services in the PRC. She has extensive experience in other major industries including finance, renewable energy, telecommunication and public accounting. Ms. Guan graduated from the Guanghua School of Management of Peking University with a master degree in professional accounting and is a certified public accountant in the PRC. She was appointed as an independent non-executive Director in July 2016.

As at the Latest Practicable Date, save as disclosed above, Ms. Guan has confirmed to the Company that (i) she did not have any relationship with any of the Directors, senior management, substantial shareholders or controlling shareholders of the Company (which have the meanings ascribed to them respectively under the GEM Listing Rules); (ii) she did not have any other interest in the Shares within the meaning of Part XV of the SFO; (iii) she did not hold other positions in the Company or in other members of the Group; and (iv) she did not have any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the Latest Practicable Date.

The Company entered into a letter of appointment with Ms. Guan with a term of three years commencing on 26 July 2022 subject to early termination by the Company giving not less than three months’ notice of termination or payment in lieu. Ms. Guan’s remuneration as an independent non-executive Director is RMB120,000 per annum, which is determined with reference to her workload, duties and responsibilities. She is subject to retirement by rotation and re-election in accordance with the Articles.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

The following are the proposed changes to the existing Memorandum and Articles of Association as introduced by the Third Amended and Restated Memorandum and Articles of Association. Unless otherwise specified, clauses and articles referred to herein are clauses and articles of the Third Amended and Restated Memorandum and Articles of Association:

i. replacing all references to “Companies Law” with “Companies Act” in the Third Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association; and
ii. making the following amendments to the Memorandum and Articles of Association.

MEMORANDUM	MEMORANDUM
Existing Memorandum	Proposed amendments to the Memorandum
MEMORANDUM OF ASSOCIATION OF	THIRD AMENDED AND RESTATED
G.A. Holdings Limited	MEMORANDUM OF ASSOCIATION OF
	G.A. Holdings Limited G.A. 控股有限公司
1. The name of the Company is G.A. Holdings	1. The name of the Company is G.A. Holdings
Limited	Limited G.A. 控股有限公司
2. The Registered Office of the Company shall	2. The Registered Office of the Company shall
be at the offices of Codan Trust Company	be at the offices of Conyers Trust Company
(Cayman) Limited, P.O. Box 2681 GT, Zephyr House, Mary Street, George Towen, Grand	(Cayman) Limited, ~~Codan Trust Company~~ ~~(Cayman)~~ ~~Limited,~~ ~~P.O.~~ ~~Box~~ ~~2681~~ ~~GT,~~
Cayman, British West Indies.	~~Zephyr House, Mary Street, George Towen,~~
	~~Grand Cayman, British West Indies~~ Cricket Square, Hutchins Drive, P.O. Box 2681, Grand
	Cayman KY1-1111, Cayman Islands.

The share capital of the Company is HK$100,000.00 divided into 10,000,000 shares of a nominal or par value of HK$0.01 each, with power for the Company insofar as is permitted by law to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (Revised) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether stated to be preference or otherwise shall be subject to the powers hereinbefore contained.
The share capital of the Company is H K $ ~~1 2~~ 0 0 , 0 0 0 , 0 0 0 . 0 0 d i v i d e d i n t o ~~102~~ ,000,000,000 shares of a nominal or par value of HK$0.1 each, with power for the Company insofar as is permitted by law to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies ~~Law~~ Act (As Revised) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether stated to be preference or otherwise shall be subject to the powers hereinbefore contained.
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

ARTICLES OF ASSOCIATION OF G.A. THIRD AMENDED AND RESTATED Holdings Limited (G.A. 控股有限公司) ARTICLES OF ASSOCIATION OF G.A. Holdings Limited (G.A. 控股有限公司) (The provision on the right column are newly 2. (1) “Act” - The Companies Act (As Revised) added definition.) of the Cayman Islands.

(The provision on the right column are newly added definition.)

2.(1) “associate” – has the meaning attributed to it in the rules of the Designated Stock Exchange.

2.(1) “close associate” – ~~has the meaning attributed to it in the rules of the Designated Stock Exchange.~~ in relation to any Director, shall have the same meaning as defined in the rules of the Designated Stock Exchange as modified from time to time, except that for purposes of Article 100 where the transaction or arrangement to be approved by the Board is a connected transaction referred to in the rules of the Designated Stock Exchange, it shall have the same meaning as that ascribed to “associate” in the rules of the Designated Stock Exchange.

(1) “clearing house” - a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction, including in the case of the Company, the HKSCC.
(1) “clearing house” - a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction.
(1) “Laws” – The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.
(1) “ordinary resolution” – a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59.

(removed)

(1) “ ~~oO~~ rdinary ~~rR~~ esolution” – a resolution shall be an ~~oO~~ rdinary ~~rR~~ esolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59.
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(The provision on the right column are newly added definition.)

(1) “HKSCC” – shall have the meaning as defined in the rules of the Designated Stock Exchange.
(1) “special resolution” – a resolution shall 2. (1) “ ~~s~~ Special ~~r~~ Resolution” – a resolution be a special resolution when it has been passed shall be a ~~sS~~ pecial ~~r~~ Resolution when it has been by a majority of not less than three-fourths of passed by a majority of not less than threevotes cast by such Members as, being entitled fourths of votes cast by such Members as, being so to do, vote in person or, in the case of such entitled so to do, vote in person or, in the case Members as are corporations, by their of such Members as are corporations, by their respective duly authorised representative or, respective duly authorised representative or, where proxies are allowed, by proxy at a where proxies are allowed, by proxy at a general meeting of which Notice has been general meeting of which Notice has been duly given in accordance with Article 59; duly given in accordance with Article 59; a special resolution shall be effective for any a special resolution shall be effective for any purpose for which an ordinary resolution is purpose for which an ~~oO~~ rdinary ~~r~~ Resolution is expressed to be required under any provision of expressed to be required under any provision of these Articles or the Statutes. these Articles or the Statutes. 4. The Company may from time to time by 4. The Company may from time to time by ordinary resolution in accordance with the Law ~~oO~~ rdinary ~~rR~~ esolution in accordance with the alter the conditions of its Memorandum of ~~Law~~ Act alter the conditions of its Association to: Memorandum of Association to: 6. The Company may from time to time by 6. The Company may from time to time by special resolution, subject to any confirmation ~~sS~~ p ecial ~~rR~~ e solution, subject to any or consent required by the Law, reduce its share confirmation or consent required by the ~~Law~~ capital or any capital redemption reserve or Act, reduce its share capital or any capital other undistributable reserve in any manner redemption reserve or other undistributable permitted by law. reserve in any manner permitted by law.
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APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:
Subject to the ~~Law~~ Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths of the voting rights of the holders ~~in nominal value of the issued shares~~ of

that class or with the sanction of a ~~s~~ Special ~~rR~~ esolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person or (in the case of a Member being a corporation) its duly authorized representative or by proxy (whatever the number of shares held by them) shall be a quorum; and

(a) the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third ~~in nominal value~~ of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person or (in the case of a Member being a corporation ~~)~~ , its duly authorized representative) or by proxy (whatever the number of shares held by them) shall be a quorum; and

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APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.
(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of ~~n~~ Notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.
Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.
Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a ~~nN~~ otice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving ~~n~~ Notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.
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APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.
The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention in that behalf, unless before the expiration of such ~~nN~~ otice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.
When any share has been forfeited, ~~nN~~ otice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.
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APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

The Register and branch register of Members, as the case may be, shall be open to inspection for at least two (2) hours during business hours by Members without charge or by any other person, upon a maximum payment of $2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the Law or, if appropriate, upon a maximum payment of $1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.
The Register and branch register of Members, as the case may be, shall be open to inspection for ~~at least two (2) hours~~ during business hours by Members without charge or by any other person, upon a maximum payment of $2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the Act ~~Law~~ or, if appropriate, upon a maximum payment of $1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.
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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

An annual general meeting of the Company shall be held in each year other than the year of the Company’s adoption of these Articles (within a period of not more than fifteen (15) months after the holding of the last preceding annual general meeting or not more than eighteen (18) months after the date of adoption of these Articles, unless a longer period would not infringe the rules of the Designated Stock Exchange, if any) at such time and place as may be determined by the Board.
~~An annual general meeting of the Company shall be held in each year other than the year of the Company’s adoption of these Articles (within a period of not more than fifteen (15) months after the holding of the last preceding annual general meeting or not more than eighteen (18) months after the date of adoption of these Articles, unless a longer period would not infringe the rules of the Designated Stock Exchange, if any) at such time and place as may be determined by the Board.~~ Other than the financial year of the Company’s adoption of these Articles, the Company must in each financial year hold a general meeting as its annual general meeting within six (6) months after the end of the Company's financial year in addition to any other meeting in that year and shall specify the meeting as such in the Notice calling it.
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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one days (21) of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members holding at the date of deposit of the requisition not less than one-tenth of the voting rights, on a one vote per share basis, in the share capital ~~paid up capital of the Company carrying the right of voting at general meetings~~ of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition and the foregoing Member(s) shall be able to add resolutions to the meeting agenda; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any extraordinary general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other extraordinary general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:
(1) An annual general meeting must ~~shall~~ be called by Notice of not less than twenty-one (21) clear days and ~~not less than twenty (20) clear business days~~ and any extraordinary general meeting at which the passing of a ~~s~~ Special ~~rR~~ esolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days ~~and not less than ten (10) clear business days~~ . All other extraordinary general meetings may be called by Notice of not less than fourteen (14) clear days ~~and not less than ten (10) clear business days~~ but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Act ~~Law~~ , if it is so agreed:
(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and
(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.
(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(2) The notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
(2) The ~~n~~ Notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The ~~n~~ Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such ~~nN~~ otices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.
If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum. ~~the meeting shall be dissolved.~~
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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.
If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.
The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ ~~nN~~ otice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such ~~nN~~ otice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give ~~nN~~ otice of an adjournment.
If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a ~~s~~ Special ~~r~~ Resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.
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APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:
(a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or
(b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights, on a one vote per share basis of all Members having the right to vote at the meeting; or
(c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.
(c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.
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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(1) No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.
(1) No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

(2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

(3) Members must have the right to: (a) speak at general meetings of the Company; and (b)vote at a general meeting except where a Member is required, by the rules of the Designated Stock Exchange, to abstain from voting to approve the matter under consideration.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A 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 a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.
Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A 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 a general meeting of the Company or at a class meeting. A proxy need not be a Member, and that every Member being a corporation shall be entitled to appoint a representative to attend and vote at any general meeting of the Company and, where a corporation is so represented, it shall be treated as being present at any meeting in person. A corporation may execute a form of proxy under the hand of a duly authorized officer. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.
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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including, where a show of hands is allowed, the right to vote individually on a show of hands.
(2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members (including but not limited to any general meeting and creditors meeting) provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including the right to speak and vote, and where a show of hands is allowed, the right to vote individually on a show of hands.
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Articles, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a special resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Member to sign, and where the resolution states a date as being the date of his signature thereof by any Member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Members.
(2) Subject to the Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.
(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members 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 annual general meeting of the Company and shall then be eligible for re-election.
A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Articles, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a ~~sS~~ pecial ~~rR~~ esolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Member to sign, and where the resolution states a date as being the date of his signature thereof by any Member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Members.
(2) Subject to the Articles and the Act ~~Law,~~ the Company may by ~~oO~~ rdinary ~~rR~~ esolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.
(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy on the Board ~~shall hold office until the first annual general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board~~ or as an addition to the existing Board shall hold office only until the first ~~next following~~ annual general meeting of the Company after his appointment and shall then be eligible for reelection.
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Proposed amendments to the Articles of Association

(4) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.
(5) The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).
(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution the Members at the meeting at which such Director is removed.
(4) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive ~~n~~ Notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.
(5) The Members may, at any general meeting convened and held in accordance with these Articles, by ~~o~~ Ordinary ~~r~~ Resolution remove a Director (including a managing or other executive director) at any time before the expiration of his ~~period~~ term of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).
(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ~~oO~~ rdinary ~~rR~~ esolution of the Members at the meeting at which such Director is removed.
(7) The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).
(7) The Company may from time to time in general meeting by ~~oO~~ rdinary ~~r~~ Resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:
(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested, but this prohibition shall not apply to any of the following matters namely:
(i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associate(s) or obligations incurred or undertaken by him or any of his associate(s) at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;
(i) the giving of any security or indemnity either:

~~(i)~~ (a) ~~a n y c o n t r a c t o r arrangement for the giving~~ to the ~~such~~ Director or his close associate(s) ~~any security or indemnity~~ in respect of money lent ~~by h i m o r a n y o f h i s associate(s)~~ or obligations incurred or undertaken by him or any of them ~~his associate(s)~~ at the request of or for the benefit of the Company or any of its subsidiaries; or

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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(iii) any contract or arrangement ~~(ii)~~ (b) ~~a n y c o n t r a c t o r~~ concerning an offer of shares or ~~arrangement for the giving~~ debentures or other securities of ~~o f a n y s e c u r i t y o r~~ or by the Company or any other ~~indemnity~~ to a third party company which the Company in respect of a debt or may promote or be interested in obligation of the Company for subscription or purchase, or any of its subsidiaries where the Director or his for which the Director or associate(s) is/are or is/are to be his close associate(s) has interested as a participant in the h i m s e l f / t h e m s e l v e s underwriting or sub-underwriting assumed responsibility in of the offer; whole or in part and whether alone or jointly
(iv) any contract or arrangement in under a guarantee or which the Director or his indemnity or by the giving associate(s) is/are interested in of security; the same manner as other holders of shares or debentures ~~(iii)~~ (ii)any ~~contract or arrangement~~ or other securities of the proposal concerning an offer of Company by virtue only of his/ shares or debentures or other their interest in shares or securities of or by the Company debentures or other securities of or any other company which the the Company; or Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/ are to be interested as a participant in the underwriting or sub-underwriting of the offer;
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(v) any proposal or arrangement ~~(iv)(~~ iii) any contract or arrangement in c o n c e r n i n g t h e a d o p t i o n , which the Director or his close modification or operation of a associate(s) is/are interested in the share option scheme, a pension same manner as other holders of fund or retirement, death or shares or debentures or other disability benefits scheme or securities of the Company by other arrangement which relates virtue only of his/their interest in both to Directors or his shares or debentures or other associate(s) and to employees of securities of the Company; and ~~or~~ the Company or of any of its subsidiaries and does not provide ~~(v)~~ (iv) any proposal or arrangement in respect of any Director, or his concerning the benefit of associate(s), as such any privilege employees of the Company or its or advantage not accorded subsidiaries including th e generally to the class of persons adoption, modification or to which such scheme or fund operation of (i) any employees’ relates. share scheme or any share incentive or ~~a~~ share option scheme under which the Director or his close associate(s) may benefit; or, (ii) ~~,~~ a pension fund or retirement, death or disability benefits scheme ~~or other arrangement~~ which relates ~~both~~ to the Director, ~~s or~~ his close associate(s) and ~~to~~ employee(s) of the Company or ~~of~~ any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not ~~accorded~~ generally accorded to the class of persons to which such scheme or fund relates.

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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(4)(i) make a loan to a Director or a director of any holding company of the Company or to any of their respective associates (as defined by the rules, where applicable, of the Designated Stock Exchange);
Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law.
(4)(i) make a loan to a Director or a director of any holding company of the Company or to any of their respective close associates (as defined by the rules, where applicable, of the Designated Stock Exchange);
Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ~~o~~ Ordinary ~~rR~~ esolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Act ~~Law~~ .
(3) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
(3) The Company may upon the recommendation of the Board by ~~oO~~ rdinary ~~rR~~ esolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.
The Company may, upon the recommendation of the Board, at any time and from time to time pass an ~~o~~ Ordinary ~~rR~~ esolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.
(3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a ~~s~~ Special ~~r~~ Resolution of such warrantholders or class of warrantholders.
(1) At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.
(1) The appointment, removal and remuneration of the Auditor must be approved by a majority of the Members in a general meeting or by other body that is independent of the Board or in such manner as the Members may determine. At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall by Ordinary Resolution appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

(2) The Members may, at any general meeting convened and held in accordance with these Articles, by special resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

(2) The Members may, at any general meeting convened and held in accordance with these Articles, by Ordinary Resolution ~~special resolution~~ remove the Auditor at any time before the expiration of his term of office and shall by ~~oO~~ rdinary ~~rR~~ esolution at that meeting appoint another Auditor in his stead for the remainder of his term.

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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”).
Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a ~~nN~~ otice stating that the notice or other document is available there (a “notice of availability”).
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APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
(2)A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. In the case of joint holders of a share all ~~n~~ Notices shall be given to that one of the joint holders whose name stands first in the Register and ~~nN~~ otice so given shall be deemed a sufficient service on or delivery to all the joint holders.

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the ~~n~~ Notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
(2)A resolution that the Company be wound up by the court or be wound up voluntarily shall be a ~~s~~ Special ~~rR~~ esolution.
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ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a ~~s~~ Special ~~rR~~ esolution and any other sanction required by the Act ~~Law~~ , divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
No Article shall be rescinded, altered or 165. No Article shall be rescinded, altered or amended and no new Article shall be made amended and no new Article shall be made until the same has been approved by a special until the same has been approved by a ~~sS~~ pecial resolution of the Members. A special resolution ~~rR~~ esolution of the Members. A ~~sS~~ pecial shall be required to alter the provisions of the ~~rR~~ esolution shall be required to alter the memorandum of association or to change the provisions of the memorandum of association name of the Company. or to change the name of the Company.

(The provision on the right column are newly added.)

FINANCIAL YEAR 167. Unless otherwise determined by the Board, the financial year of the Company shall be 31 December in each year.

39 -

NOTICE OF THE AGM

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(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong under the trading name of German Automobiles International Limited)

(Stock Code: 8126)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of the shareholders of G.A. Holdings Limited (the “ Company ”) will be held at Unit 1007, Level 10, Tower I, Grand Century Place, 193 Prince Edward Road West, Mongkok, Kowloon, Hong Kong on Wednesday, 10 May 2023, at 11:00 a.m., for the following purposes:

ORDINARY BUSINESS

To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “ Directors ” and each a “ Director ”) and auditor for the year ended 31 December 2022;
(a) To re-elect Mr. Choy Choong Yew as an executive Director;
(b) To re-elect Mr. Li Ze Qing as an executive Director;
(c) To re-elect Ms. Guan Xin as an independent non-executive Director;
(d) To authorise the board of Directors to fix the Directors’ remuneration.
To re-appoint Grant Thornton Hong Kong Limited as auditor of the Company and to authorise the board of Directors to fix their remuneration;

SPECIAL BUSINESS

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions.
A. “ THAT :
- (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with
40 -

NOTICE OF THE AGM

additional shares of HK$0.10 each in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval of paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers 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 options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any option under the share option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants of the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purpose of this resolution:

“ Relevant Period ” means the period from the date 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 articles of association of the Company, or any applicable law of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution.

“ Rights Issue ” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares in the Company on the register on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the

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NOTICE OF THE AGM

requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).”

B. “ THAT :
(a) subject to paragraph (b) of this resolution, 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 or any other stock exchange on which the shares of the Company may be listed and recognised by The Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws and regulations of Hong Kong and the Cayman Islands in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company authorised to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
(c) for the purpose of this resolution:

“ Relevant Period ” means the period from the date 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 articles of association of the Company, or any applicable law of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution.”
C. “ THAT :

conditional upon resolutions no. 4A and no. 4B above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to resolution no. 4A above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by

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NOTICE OF THE AGM

the Company under the authority granted pursuant to resolution no. 4B above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of the said resolution.”

SPECIAL RESOLUTION

To consider as special business and, if thought fit, pass with or without modification the following as special resolution:

“THAT the Memorandum and Articles be amended in the manner as set out in the Appendix III of the circular of the Company dated 31 March 2023 and the New Memorandum and Articles in the form of the document marked “A” and produced to this annual general meeting and for the purpose of identification initialed by the chairman of this annual general meeting, which incorporates and consolidates all the proposed amendments mentioned in this circular, be approved and adopted in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company with immediate effect after the close of this annual general meeting and that any director or the company secretary of the Company be and is hereby authorised to do all such acts and things, sign any documents and execute such documents as a deed, where applicable, and take all other steps which any of them shall, in his/her absolute discretion, deem necessary, appropriate, desirable or expedient to give effect to the adoption of the New Memorandum and Articles, including but not limited to, attending to any necessary registration and/or filing of the New Memorandum and Articles and all requisite documents for and on behalf of the Company.”

By order of the Board G.A. Holdings Limited Yuen Kin Pheng Chairman

Hong Kong, 31 March 2023

Registered office:

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

Principal place of business in Hong Kong:

Unit 1007, Level 10, Tower I, Grand Century Place 193 Prince Edward Road West, Mongkok, Kowloon, Hong Kong

Head office in Singapore: 51 Goldhill Plaza #15-05 Singapore 308900

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NOTICE OF THE AGM

Notes:

The register of members of the Company will be closed from Friday, 5 May 2023 to Wednesday, 10 May 2023 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM to be held on Wednesday, 10 May 2023, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 4 May 2023.
Any member of the Company entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or, if he holds two or more Shares, more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.
To be valid, a 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 or authority must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person.
If two or more persons are joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the joint holding.
An explanatory statement containing further details regarding resolution 4B above is set out in Appendix I to the circular of the Company dated 31 March 2023 (the “ Circular ”). Particulars of the retiring Directors subject to reelection at the AGM are set out in Appendix II to the Circular. The proposed amendments to the Memorandum and Articles of Association of the Company are set out in Appendix III to the Circular.
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AI assistant

G. A. Holdings Limited — Proxy Solicitation & Information Statement 2023

51283_rns_2023-03-30_0adbc694-735d-49cf-9355-3057aa98ceed.pdf

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION, ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

CHARACTERISTICS OF GEM

CONTENTS

DEFINITIONS

DEFINITIONS

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION, ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

ISSUE MANDATE

REPURCHASE MANDATE

RE-ELECTION OF RETIRING DIRECTORS

PROPOSED AMENDMENTS AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

AGM

LETTER FROM THE BOARD

RECOMMENDATION

1. EXERCISE OF THE REPURCHASE MANDATE

2. REASONS FOR REPURCHASES

3. FUNDING OF REPURCHASES

4. GENERAL

5. DIRECTORS’ UNDERTAKING

6. DIRECTORS AND CONNECTED PERSONS

7. SHARE PRICES

8. THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

9. SHARE PURCHASE MADE BY THE COMPANY

Mr. Choy Choong Yew

APPENDIX II

Mr. Li Ze Qing

Ms. Guan Xin

APPENDIX III

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

APPENDIX III

ARTICLES OF ASSOCIATION

Existing Articles of Association

Proposed amendments to the Articles of Association

ARTICLES OF ASSOCIATION

Existing Articles of Association

G. A. Holdings Limited Proxy Solicitation & Information Statement 2023