Gilston Group Limited — Proxy Solicitation & Information Statement 2020

Jan 17, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Apex Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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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)

(1) PROPOSED DECLARATION AND PAYMENT OF SPECIAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT;

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held at Suite 510, Chater House, 8 Connaught Road Central, Hong Kong on Tuesday, 11 February 2020 at 11:00 a.m. is set out on pages 11 to 12 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

17 January 2020

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix — Details of Directors proposed to be re-elected . . . . . . . . . . . . . . .	8
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

• “Articles” or “Articles of the articles of association of the Company currently in Association” force

• “Board” the board of Directors “Company” China Apex Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 2011)

• “Director(s)” the director(s) of the Company

• “EGM” the extraordinary general meeting of the Company to be held at Suite 510, Chater House, 8 Connaught Road Central, Hong Kong on Tuesday, 11 February 2020 at 11:00 a.m. or any adjournment thereof, to consider and, if appropriate, to approve the declaration and payment of the Special Dividend out of the Share Premium Account and proposed re-election of the retiring Directors, the notice of which is set out on pages 11 to 12 of this circular

“Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 15 January 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Nomination Committee” the nomination committee of the Company “PRC” People’s Republic of China, for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan “SFO” Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

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DEFINITIONS

“Share Premium Account” the share premium account of the Company, the amount standing to the credit of which was approximately HK$180,690,000 as at 30 June 2019 based on the unaudited condensed consolidated financial statement of the Company as at that date “Share(s)” ordinary shares of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the issued Share(s) “Special Dividend” the proposed special dividend of HK$0.075 per Share as recommended by the Board “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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)

Executive Directors:

• Mr. Zhuang Weidong (Chairman)

• Mr. Qiu Chuanzhi (President)

• Mr. Wu David Hang (Vice Chairman)

• Mr. Mak Yung Pan Andrew (Vice President)

Registered office: 4th Floor, Harbour Place 103 South Church Street P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands

Non-executive Director:

• Ms. Lin Ping

Independent non-executive Directors:

Mr. Leung Ka Tin

Principal place of business in Hong Kong: Suite 510, Chater House 8 Connaught Road Central Hong Kong

• Mr. Cheng Hong Kei

• Mr. Liew Fui Kiang

17 January 2020

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED DECLARATION AND PAYMENT OF SPECIAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT; (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcements of the Company dated 3 January 2020 and 15 January 2020 in relation to the proposed declaration and payment of the Special Dividend out of the Share Premium Account.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding (i) the proposed declaration and payment of Special Dividend out of the Share Premium Account; and (ii) the proposed re-election of the retiring Directors, to enable you to make a decision on whether to vote for or against the resolutions in connection with such matters to be proposed at the forthcoming EGM.

DECLARATION AND PAYMENT OF THE SPECIAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT

Subject to approval of the Shareholders, the Board proposed the declaration and payment of the Special Dividend of HK$0.075 per Share out of the Share Premium Account.

As at the Latest Practicable Date, there were a total of 464,804,000 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the Special Dividend, if declared and paid, will amount to HK$34,860,300. Subject to the fulfilment of the conditions set out in the section headed “Conditions of the Payment of the Special Dividend out of the Share Premium Account” below, the Special Dividend is intended to be paid out of the Share Premium Account pursuant to Article 137 of the Articles of Association.

As at 30 June 2019, based on the unaudited condensed consolidated financial statements of the Company, the amount standing to the credit of the Share Premium Account was approximately HK$180,690,000. Following the payment of the Special Dividend, there will be a remaining balance of approximately HK$145,829,700 standing to the credit of the Share Premium Account.

Conditions of the Payment of the Special Dividend out of the Share Premium Account

The payment of the Special Dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:

• (a) the passing of an ordinary resolution by the Shareholders declaring and approving the payment of the Special Dividend out of the Share Premium Account pursuant to Article 137 of the Articles of Association; and

• (b) the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the Special Dividend is paid, unable to pay its debts as they fall due in the ordinary course of business.

Subject to the fulfilment of the above conditions, it is expected that the Special Dividend will be paid in cash no later than Tuesday, 3 March 2020 to those Shareholders whose names appear on the register of members of the Company at close of business on Tuesday, 18 February 2020, being the record date for determination of entitlements to the Special Dividend.

The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the Special Dividend will not be paid.

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LETTER FROM THE BOARD

Reasons for and effect of the payment of the Special Dividend out of the Share Premium Account

To reward the Shareholders, the Board considers it appropriate to distribute the Special Dividend in recognition of Shareholders’ support.

The payment of the Special Dividend out of the Share Premium Account does not involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares.

After taking into consideration of the existing cash flows of the Group, the Board considers that the Company has sufficient cash flows to pay the Special Dividend. The payment of the Special Dividend out of the Share Premium Account will not have any material adverse effect on the financial position of the Group.

The Directors consider that the proposed declaration and payment of the Special Dividend out of the Share Premium Account is in the interests of the Company and its Shareholders as a whole.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 86(3) of the Articles of Association, any Directors 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. Accordingly, one executive Director, namely Mr. Zhuang Weidong and two independent non-executive Directors, namely Mr. Cheng Hong Kei and Mr. Liew Fui Kiang shall retire from office at the EGM and, being eligible, offer themselves for re-election.

The nominations were made in accordance with the nomination policy of the Company and the objective criteria (including without limitation, skills, knowledge and experience, and potential time commitment for the Board and/or committee responsibilities), with due regard for the benefits of diversity as set out under the board diversity policy of the Company. The Nomination Committee had also taken into account the respective contributions of Mr. Zhuang Weidong, Mr. Cheng Hong Kei and Mr. Liew Fui Kiang to the Board and their commitment to their roles.

The Nomination Committee considered that in view of their diverse and different educational backgrounds and professional knowledge and experience as set out in the Appendix on pages 8 to 10 of this circular, Mr. Zhuang Weidong, Mr. Cheng Hong Kei and Mr. Liew Fui Kiang will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Group’s business.

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LETTER FROM THE BOARD

The Nomination Committee also assess and review the confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules of Mr. Cheng Hong Kei and Mr. Liew Fui Kiang, and re-affirmed their independence.

Brief biographical details of Mr. Zhuang Weidong, Mr. Cheng Hong Kei and Mr. Liew Fui Kiang which are required to be disclosed by the Listing Rules are set out in the Appendix to this circular.

EGM

A notice convening the EGM to be held at Suite 510, Chater House, 8 Connaught Road Central, Hong Kong on Tuesday, 11 February 2020 at 11:00 a.m. (or any adjournment thereof) is set out on pages 11 to 12 of this circular for the purpose of considering and, if thought fit, passing the ordinary resolutions approving the proposed declaration and payment of the Special Dividend out of the Share Premium Account and the proposed re-election of the retiring Directors. The voting at the EGM will be taken by way of poll.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (i.e. no later than 11:00 a.m. on Sunday, 9 February 2020 (Hong Kong Time)) or at any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM, or at any adjournment thereof (as the case may be) if you so wish.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the ordinary resolutions to be proposed at the EGM.

CLOSURE OF REGISTER OF MEMBERS

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 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 Wednesday, 5 February 2020.

If the proposed declaration and payment of the Special Dividend is approved by the Shareholders 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

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LETTER FROM THE BOARD

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.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the 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.

RECOMMENDATION

The Board believes that the proposed declaration and payment of the Special Dividend out of the Share Premium Account and the proposed re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the resolutions as set out in the notice of EGM.

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

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX

Details of the Directors proposed to be re-elected at the EGM are set out as follows:

Mr. Zhuang Weidong

Mr. Zhuang, aged 51, was appointed as an executive Director, the chairman of the Board and the chairman of the Nomination Committee with effect from 19 November 2019. Mr. Zhuang has been a director of Shenzhen Maple Real Estate Development Company Limited (深圳楓葉 房地產有限公司) (“ Shenzhen Maple ”), a company established in the PRC with limited liability since 2013. Prior to Mr. Zhuang’s current role with Shenzhen Maple, he was a general manager of Shenzhen Weishida Supply Chain Services Company Limited (深圳巿威士達供應鏈服務有限 公司), a company established in the PRC with limited liability and is principally engaged in the provision of supply chain services to its customers.

Mr. Zhuang is a substantial shareholder of the Company, who holds 90% of the issued share capital of Central Eagle Limited, which holds 130,897,663 Shares, representing approximately 28.16% of the issued share capital of the Company as at the Latest Practicable Date.

The Company has entered into a service agreement with Mr. Zhuang for an initial term of one year commencing from 19 November 2019, which is terminable by either party by giving to the other one month’s prior notice in writing. Mr. Zhuang is entitled to a director’s remuneration of HK$2,400,000 per annum. The remuneration of Mr. Zhuang was determined with reference to the prevailing market conditions, director’s duties and responsibilities and performance. Mr. Zhuang is subject to normal retirement and re-election pursuant to the Articles.

Save as disclosed herein, as at the Latest Practicable Date, (i) Mr. Zhuang does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (ii) Mr. Zhuang has not held 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 or other major appointments and professional qualifications; and (iii) Mr. Zhuang does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed herein, there is no information relating to the re-election of Mr. Zhuang that needs to be brought to the attention to the Shareholders nor is there any information relating to Mr. Zhuang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Listing Rules.

Mr. Cheng Hong Kei

Mr. Cheng, aged 65, was appointed as an independent non-executive Director, the chairman of each of the audit committee and remuneration committee of the Company and a member of the Nomination Committee with effect from 19 November 2019. Mr. Cheng is a co-founding director of Cheng & Cheng Limited. He has over 30 years of experience in accounting and

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX

taxation and has extensive knowledge in auditing, tax planning and tax investigation. Prior to incorporating Cheng & Cheng Limited in 1991, he has worked in PricewaterhouseCoopers in Hong Kong. He was an assessor in the Inland Revenue Department (the “ IRD ”) and has worked in the Profits Tax and Investigation divisions in the IRD for 12 years. After Mr. Cheng left the IRD in 1988, he then served as a Manager and an Associate at Messrs. S. H. Leung & Company and Ho Tak Sang and Company for three years. Mr. Cheng is an independent non-executive Director of Great China Properties Holdings Limited (Stock code: 21), South China Assets Holdings Limited (Stock code: 8155) and GET Holdings Limited (Stock code: 8100).

He obtained a high diploma at The Hong Kong Polytechnic in 1975 and is a certified tax adviser. He is also a fellow member of the Association of Chartered Certified Accountants, a practising member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Taxation Institute of Hong Kong.

The Company has entered into a letter of appointment with Mr. Cheng for an initial term of one year commencing from 19 November 2019, which is terminable by either party by giving to the other one month’s prior notice in writing. Mr. Cheng is entitled to a director’s remuneration of HK$144,000 per annum. The remuneration of Mr. Cheng was determined with reference to the prevailing market conditions, director’s duties and responsibilities and performance. Mr. Cheng is subject to normal retirement and re-election pursuant to the Articles.

Save as disclosed herein, as at the Latest Practicable Date, (i) Mr. Cheng does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (ii) Mr. Cheng has not held 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 or other major appointments and professional qualifications; and (iii) Mr. Cheng does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed herein, there is no information relating to the re-election of Mr. Cheng that needs to be brought to the attention to the Shareholders nor is there any information relating to Mr. Cheng that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Listing Rules.

Mr. Liew Fui Kiang

Mr. Liew, aged 53, was appointed as an independent non-executive Director, a member of each of the audit committee, remuneration committee and nomination committee of the Company with effect from 19 November 2019. Mr. Liew is a fellow of the Hong Kong Institute of Directors and a solicitor of England and Wales and Hong Kong. He obtained a Bachelor of Laws (Tetley & Lupton scholar) from University of Leeds in the United Kingdom in 1989 and a Master of Business Administration from the Hull University Business School in the United Kingdom in 1996.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX

Mr. Liew is currently an independent non-executive director of Zhongchang International Holdings Group Limited (Stock code: 859) and Zhengye International Holdings Limited (Stock code: 3363) respectively. Mr. Liew was the chairman of the board of directors and an executive director of PacRay International Holdings Limited (Stock code: 1010) from August 2017 to January 2019. Mr. Liew was an independent director of Baoshan Iron & Steel Company Limited (寶山鋼鐵股份有限公司), a Fortune Global 500 company (SHA: 600019) from 2000 to 2006.

The Company has entered into a letter of appointment with Mr. Liew for an initial term of one year commencing from 19 November 2019, which is terminable by either party by giving to the other one month’s prior notice in writing. Mr. Liew is entitled to a director’s remuneration of HK$144,000 per annum. The remuneration of Mr. Liew was determined with reference to the prevailing market conditions, director’s duties and responsibilities and performance. Mr. Liew is subject to normal retirement and re-election pursuant to the Articles.

Save as disclosed herein, as at the Latest Practicable Date, (i) Mr. Liew does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (ii) Mr. Liew has not held 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 or other major appointments and professional qualifications; and (iii) Mr. Liew does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed herein, there is no information relating to the re-election of Mr. Liew that needs to be brought to the attention to the Shareholders nor is there any information relating to Mr. Liew that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Listing Rules.

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NOTICE OF EGM

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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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NOTICE OF EGM

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.

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