Gilston Group Limited — AGM Information 2020

Jan 17, 2020

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

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China Apex Group Limited 中 國 恒 泰 集 團 有 限 公 司

(formerly known as KEE Holdings Company Limited 開易控股有限公司 )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Apex Group Limited (the “ Company ”) will be held at Suite 510, Chater House, 8 Connaught Road Central, Hong Kong on Tuesday, 11 February 2020 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendment, the following resolutions of the Company as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the declaration and payment of a special dividend of HK$0.075 per ordinary share out of the share premium account of the Company (the “ Special Dividend ”) to shareholders of the Company whose names appear on the register of members of the Company on the record date fixed by the board (the “ Board ”) of directors (the “ Director(s) ”) of the Company for determining the entitlements to the Special Dividend be and is hereby approved and any Director be and is hereby authorised to take such action, do such things and execute such further documents as the Director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Special Dividend.”;

2. To re-elect Mr. Zhuang Weidong, a retiring Director, as an executive Director;

3. To re-elect Mr. Cheng Hong Kei, a retiring Director, as an independent non-executive Director;

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1. To re-elect Mr. Liew Fui Kiang, a retiring Director, as an independent non-executive Director; and

2. To authorise the Board to fix the respective Directors’ remuneration.

By Order of the Board China Apex Group Limited Zhuang Weidong Chairman

Hong Kong, 17 January 2020

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy and the power of attorney (if any), under which it is signed or a certified copy thereof, must be lodged, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting (i.e. no later than 11:00 a.m. on Sunday, 9 February 2020 (Hong Kong time)) or any adjourned meeting.

3. Completion and return of a form of proxy will not preclude members of the Company from attending and voting in person at the EGM or any adjournment thereof should they so wish and in such event, the form of proxy shall be deemed to be revoked.

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

5. For the purpose of determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 6 February 2020 to Tuesday, 11 February 2020 (both dates inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 5 February 2020.

6. If the proposed declaration and payment of the Special Dividend is approved by the shareholders of the Company (the “ Shareholder(s) ”) at the EGM, for the purpose of determining the entitlement to the Special Dividend, the register of members of the Company will be closed from Monday, 17 February 2020 to Tuesday, 18 February 2020 (both dates inclusive), during which period no transfer of shares will be registered. In order to qualify for the proposed Special Dividend (subject to the approval by Shareholders at the forthcoming EGM), all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 14 February 2020.

As at the date of this notice, the executive directors of the Company are Mr. Zhuang Weidong, Mr. Qiu Chuanzhi, Mr. Wu David Hang and Mr. Mak Yung Pan Andrew; the non-executive director of the Company is Ms. Lin Ping; and the independent non-executive directors of the Company are Mr. Leung Ka Tin, Mr. Cheng Hong Kei and Mr. Liew Fui Kiang.

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