Global Strategic Group Limited — Proxy Solicitation & Information Statement 2018

Oct 26, 2018

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 Global Strategic Group Limited (the “ Company ”), you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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 losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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環球戰略集團有限公司

GLOBAL STRATEGIC GROUP LIMITED 環球戰略集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8007)

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 15/F., 80 Gloucester Road, Wan Chai, Hong Kong on Friday, 16 November 2018 at 11:00 a.m. is set out on pages 13 to 15 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed with this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy to the Company’s branch share registrar, Tricor Secretaries Limited, at Shops Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event no later than Wednesday, 14 November 2018 at 11:00 a.m. (Hong Kong time). Completion and return of the form of proxy shall not preclude you from attending and voting at the extraordinary general meeting of the Company or any adjourned meeting thereof should you so wish.

This circular will remain on GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for seven days from the date of its publication and on the website of the Company at http://www.globalstrategicgroup.com.hk

26 October 2018

CHARACTERISTICS OF GEM

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

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Characteristics of GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– ii –

DEFINITIONS

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

“Board”

the board of Directors

• “Business Day”

a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a “black” rainstorm warning is hoisted between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“CCASS”

the Central Clearing and Settlement System established and operated by HKSCC

“Company”

Global Strategic Group Limited, a company incorporated under the Cayman Islands with limited liability and the issued shares of which are listed on GEM

“Consolidated Share(s)”

ordinary share(s) of HK$0.025 each in the share capital of the Company after the Share Consolidation becoming effective

“Director(s)”

the director(s) of the Company

“EGM”

the extraordinary general meeting of the Company to be held on Friday, 16 November 2018 at 15/F., 80 Gloucester Road, Wan Chai, Hong Kong to consider the ordinary resolutions to be proposed to approve the Share Consolidation

• “Existing Share(s)”

• ordinary share(s) of HK$0.005 each in the existing capital of the Company before the Share Consolidation becoming effective

“GEM”

GEM operated by the Stock Exchange

• “GEM Listing Rules”

the Rules Governing the Listing of Securities on GEM

– 1 –

DEFINITIONS

“HKSCC”

Hong Kong Securities Clearing Company Limited

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Latest Practicable Date” 24 October 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“PRC”

the People’s Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Share Consolidation”

the proposed consolidation of every five (5) Existing Shares in the share capital of the Company into one (1) Consolidated Share in the share capital of the Company

“Shareholder(s)”

holder(s) of the issued Shares

“Share(s)”

the Existing Share(s) or as the context may require, the Consolidated Share(s)

“Share Option Scheme”

the share option scheme of the Company which was adopted by way of an ordinary resolution passed by the Shareholders at the annual general meeting held on 30 November 2012

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

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EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the EGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

2018

Latest time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 14 November Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:00 a.m. on Friday, 16 November Publication of the announcement of results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 16 November The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this circular. Effective date of the Share Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 19 November First day of free exchange of existing share certificates for new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 19 November Dealing in the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 19 November Original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . 9:00 a.m. on Monday, 19 November Temporary counter for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 19 November

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EXPECTED TIMETABLE

2018 Original counter for trading in the Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of new share certificates for the Consolidation Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 3 December Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 3 December Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 3 December Temporary counter for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Friday, 21 December Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidation Shares and existing share certificates) ends . . . . . . . . . . . .4:00 p.m. on Friday, 21 December Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Friday, 21 December Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 December

– 4 –

LETTER FROM THE BOARD

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環球戰略集團有限公司

GLOBAL STRATEGIC GROUP LIMITED 環球戰略集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8007)

Executive Directors: Mr. Cheung Tuen Ting (Chief Executive Officer) Mr. Wu Guoming Mr. Long Wenming Mr. Chen Hualiang Mr. Han Leiping

Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Ms. Kwan Sin Yee Principal place of business Mr. Leung Oh Man, Martin in Hong Kong: Mr. Sun Zhi Jun 15/F Ms Huang Yu Jun 80 Gloucester Road Wan Chai Hong Kong 26 October 2018

To the Shareholders

Dear Sir/Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 16 October 2018 in respect of the proposed Share Consolidation. The purpose of this circular is to provide you with details of the proposed Share Consolidation and to give you the notice of the EGM to be convened.

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LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes that every five (5) Existing Shares in the share capital of the Company be consolidated into one (1) Consolidated Share.

Effects of the Share Consolidation

As at the Latest Practicable Date, there are 6,517,200,000 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued from the Latest Practicable Date up to the date of the EGM, upon the Share Consolidation becoming effective, there will be 1,303,440,000 Consolidated Shares in issue which are fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Conditions of the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation; and

• (ii) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

The Share Consolidation will become effective on the next Business Day immediately following the fulfilment of the above conditions.

– 6 –

LETTER FROM THE BOARD

Listing application

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares and the Company’s debt securities are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares and the Company’s debt securities in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Adjustments in relation to other securities of the Company

As at the date of Latest Practicable Date, there are outstanding convertible bonds of the Company in the principal amount of HK$20,000,000, which are convertible into 185,185,185 Existing Shares at the conversion price of HK$0.108 per Share. The proposed Share Consolidation may lead to adjustment to the conversion price of the convertible bonds of the Company and the number of Consolidated Shares which may fall to be issued upon exercise of the conversion rights attaching to the convertible bonds, such adjustment to be made in accordance with the terms and conditions of the convertible bonds. The Company will make further announcement(s) on such adjustment(s) as and when appropriate.

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LETTER FROM THE BOARD

As at the date of Latest Practicable Date, there are outstanding share options of the Company for subscription of 293,000,000 Existing Shares under the Share Option Scheme. The proposed Share Consolidation may lead to adjustment to the exercise price of the share options of the Company and the number of Consolidated Shares which may fall to be issued upon exercise of the subscription rights attaching to the share options, such adjustment to be made in accordance with the terms and conditions of the Share Option Scheme and the GEM Listing Rules. The Company will make further announcement(s) on such adjustment(s) as and when appropriate.

Save as disclosed above, as at the Latest Practicable Date, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such Fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint Grand China Securities Limited, as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this facility should contact Miss Jess Lee of Grand China Securities Limited at Room 503, 5/F., Loke Yew Building, 50-52 Queen’s Road Central, Central, Hong Kong (telephone number: 3979 6718) during office hours of such period.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

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LETTER FROM THE BOARD

Exchange of certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be Monday, 19 November 2018, being the Business Day immediately after the date of the EGM, Shareholders may on or after Monday, 19 November 2018 and until Friday, 28 December 2018 (both days inclusive), submit their existing share certificates in red colour for the Existing Shares to the Company’s branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for exchange for share certificates in green colour for the Consolidated Shares at the expense of the Company. It is expected that the new share certificates for the Consolidated Shares will be available for collection within 10 Business Days after the submission of the existing share certificates to the branch share registrar of the Company for exchange. Thereafter, a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Company’s branch share registrar for each share certificate for the Consolidated Shares issued or each share certificate for the Existing Shares submitted for cancellation, whichever is higher.

With effect from Monday, 24 December 2018, trading will only be in Consolidated Shares which share certificates will be issued in green colour. Existing share certificates in red colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

REASONS FOR THE PROPOSED SHARE CONSOLIDATION

Under Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view that the Shares had been traded at around or below HK$0.10 at certain time in the past 12 months (based on the closing price per Share as quoted on the Stock Exchange), the Board proposes to implement the Share Consolidation in order to comply with the trading requirements of the GEM Listing Rules. The highest and lowest prices at which the Shares were traded on GEM during each of the previous six months were as follows:

	Highest	Lowest
	HK$	HK$
2018
April	0.118	0.093
May	0.101	0.079
June	0.099	0.072
July	0.090	0.064
August	0.101	0.070
September	0.106	0.089
October (up to the Latest Practicable Date)	0.095	0.072

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Shares are traded in board lots of 10,000 Shares. The existing board lots of 10,000 Shares will remain unchanged upon the Share Consolidation becoming effective. Based on the closing price of HK$0.078 per Existing Share (equivalent to HK$0.39 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the market value of each board lot of 10,000 Consolidated Shares, assuming the Share Consolidation had already become effective, is expected to be HK$3,900.

When determining the basis of the Share Consolidation, the Company has taken into account the following: (i) the Company has no present intention of conducting any fund raising exercise in the coming 12 months; (ii) the highest and lowest prices at which the Shares were traded on GEM during each of the previous six months; (iii) the market price of the Shares should be higher than HK$0.01 in order to comply with the trading requirements of the GEM Listing Rules mentioned above; and (iv) the expected board lot value should be greater than HK$2,000 (taking into account the minimum transaction costs for a securities trade) in accordance with the requirements set out in “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by Hong Kong Exchanges and Clearing Limited on 28 November 2008, which was last updated on 3 July 2018. It is expected that the Share Consolidation ratio of every five (5) Existing Shares into one (1) Consolidated Share would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange while minimizing the creation of odd lots. The Directors considered that the expected market value of each board lot of HK$3,900 after the Share Consolidation becoming effective is at a reasonable level because if the expected market value of each board lot is set at a higher level, it may reduce the liquidity of the Shares. As a result, the Share Consolidation would enable the Company to comply with the trading requirements under the GEM Listing Rules and to maintain the trading amount for each board lot at a reasonable level, which would attract more investors and broaden the shareholder base of the Company.

Save for the necessary professional expenses and printing charges for the implementation of the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operation, management or financial position of the Company and the interests and rights of the Shareholders. Accordingly, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, (i) the Company does not have any agreement, arrangement, understanding, intention, negotiation (concluded or otherwise) for any fund raising activity in the coming 12 months; and (ii) the Company does not have any intention to carry out any other corporate actions or arrangements that may affect the trading in the Shares (including share consolidation, share subdivision and change in board lot size) in the coming 12 months.

– 10 –

LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at 15/F., 80 Gloucester Road, Wan Chai, Hong Kong on Friday, 16 November 2018 at 11:00 a.m. at which ordinary resolutions will be proposed to the Shareholders to consider and, if thought fit, to approve the proposed Share Consolidation is set out on pages 13 to 15 of this circular.

To the best knowledge of the Directors, no Shareholders have a material interest in the Share Consolidation and accordingly, no Shareholders will have to abstain from voting at the EGM.

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy accompanying this circular in accordance with the instructions printed thereon in any event no later than Wednesday, 14 November 2018 at 11:00 a.m. (Hong Kong time). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

CLOSURE OF BOOKS

The register of members of the Company will be closed from Tuesday, 13 November 2018 to Friday, 16 November 2018 (both days inclusive) during which period no transfer of Shares will be registered. In order to be qualified to attend and vote at the above meeting, all properly completed transfer forms accompanied by the relevant Share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Monday, 12 November 2018.

RESPONSIBILITY STATEMENT

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

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed Share Consolidation is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolutions at the EGM.

Yours faithfully

For and on behalf of the Board Global Strategic Group Limited Cheung Tuen Ting Executive Director and Chief Executive Officer

– 12 –

NOTICE OF EGM

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環球戰略集團有限公司

GLOBAL STRATEGIC GROUP LIMITED 環球戰略集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8007)

NOTICE IS HEREBY GIVEN that a extraordinary general meeting (the “ Meeting ”) of Global Strategic Group Limited (the “ Company ”) will be held at 15/F., 80 Gloucester Road, Wan Chai, Hong Kong on Friday, 16 November 2018 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions with or without amendments as ordinary resolutions of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the granting by the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the “ Share Consolidation ”):

• (a) with effect from the first business day immediately following the date on which this resolution is passed or the above condition is fulfilled (whichever is later):

• (i) every five (5) issued and unissued ordinary shares of par value of HK$0.005 each in the share capital of the Company be consolidated into one (1) Consolidated Share of par value of HK$0.025 each (each a “ Consolidated Share ”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company; and

• (ii) all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit for the Company; and

– 13 –

NOTICE OF EGM

(b) the board (the “ Board ”) of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.”

By order of the Board Global Strategic Group Limited Cheung Tuen Ting Executive Director and Chief Executive Officer

Hong Kong, 26 October 2018

Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business: 15/F 80 Gloucester Road Wan Chai Hong Kong

– 14 –

NOTICE OF EGM

Notes:

1. The resolutions at the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the GEM Listing Rules.

2. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her/it. A proxy need not be a member of the Company.

3. A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon.

4. 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 and authority must be deposited at the office of the Company’s branch share registrar, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than Wednesday, 14 November 2018 at 11:00 a.m. (Hong Kong time).

5. In the case of joint holders of any shares in the Company any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present whose name stand first on the register of members in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holders.

6. The record date and time for determining the entitlement of the shareholders of the Company to attend and vote at the Meeting will be 4:30 p.m. on Monday, 12 November 2018. The Company’s register of members will be closed from Tuesday, 13 November 2018 to Friday, 16 November 2018 (both dates inclusive) to determine the qualification for attendance and voting at the EGM. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Monday, 12 November 2018.

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