Global Strategic Group Limited — Proxy Solicitation & Information Statement 2020

Jul 30, 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 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)

(1) PROPOSED TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF NEW SHARE OPTION SCHEME; (2) PROPOSED SHARE CONSOLIDATION; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 24/F., OfficePlus @Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong on Thursday, 20 August 2020 at 11:00 a.m. is set out on pages EGM-1 to EGM-4 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the Company’s website at www. globalstrategicgroup.com.hk and the website of the Stock Exchange at www.hkexnews.hk.

Whether or not you are able to attend the EGM 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event no later than Tuesday, 18 August 2020 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 EGM or any adjourned meeting thereof should you so wish.

PRECAUTIONARY MEASURES FOR EGM

Please see page ii of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at EGM, including:

• compulsory temperature checks

• compulsory wearing of surgical face masks for each attendee

• no distribution of corporate gifts or refreshments

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the venue of the EGM. The Company also encourages its shareholders to consider appointing the chairman of the meeting as its/his/her proxy to vote on the relevant resolutions at EGM as an alternative to attending the meeting in person.

This circular will remain on GEM website at 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 www.globalstrategicgroup.com.hk.

30 July 2020

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.

– i –

PRECAUTIONARY MEASURES FOR EGM

In view of the ongoing Novel Coronavirus (“ COVID-19 ”) epidemic and recent requirements, if any, for prevention and control of its spread, the Company will implement the following preventive measures at the EGM:

• (i) Compulsory body temperature check will be conducted on every shareholder, proxy and other attendee at the entrance of the EGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the EGM venue and be asked to leave the EGM venue.

• (ii) Shareholders that (a) have travelled, and have been in close contact with any person who has travelled, outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days; (b) are, and have been, in close contact with any person who is, subject to any Hong Kong Government prescribed compulsory quarantine (including home quarantine); (c) are, and have been, in close contact with anyone who has contracted COVID-19, has been tested preliminarily positive of COVID-19 or is suspected of contracting COVID-19; or (d) have any flu-like symptoms, may be denied entry into the EGM venue and be asked to leave the EGM venue.

• (iii) All shareholders, proxies and other attendees are required to wear surgical face masks inside the EGM venue at all times. Any person who does not comply with this requirement may be denied entry into the EGM venue and be asked to leave the EGM venue. A safe distance between seats are also recommended.

• (iv) No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the meeting in person, shareholders are encouraged to consider appointing the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM by submitting forms of proxy with voting instructions inserted.

The form of proxy is attached to this circular for shareholders who opt to receive printed copies of the Company’s corporate communications. Alternatively, the form of proxy can be downloaded from the Company’s website at www.globalstrategicgroup.com.hk and GEM website at www.hkgem.com. If you are not a registered shareholder (if your shares are held via banks, brokers, custodians or HKSCC), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

– ii –

CONTENTS

	Page
Characteristics of GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Precautionary measures for EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix – Summary of the principal terms of the rules of the
New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– iii –

DEFINITIONS

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

• “Adoption Date”

the date on which the New Share Option Scheme becomes unconditional upon fulfilment of all the conditions are set out in the sub-paragraph headed “Conditions of the adoption of the New Share Option Scheme” in the section “Letter from the Board” in this circular

• “Articles of Association”

the articles of association of the Company

• “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 “extreme condition caused by supertyphoons” 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

• “Companies Law”

• the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

• “Company”

• Global Strategic Group Limited, a company incorporated in the Cayman Islands with limited liability under the Companies Law as an exempted company and the issued shares of which are listed on GEM

• “connected person(s)”

has the meaning ascribed to it under the GEM Listing Rules

• “Consolidated Share(s)”

• ordinary share(s) of HK$0.5 each in the share capital of the Company after the Share Consolidation becoming effective

• “Director(s)”

the director(s) of the Company

– 1 –

DEFINITIONS

• “EGM”

“Eligible Employee”

• “Eligible Participant(s)”

the extraordinary general meeting of the Company to be convened and held on Thursday, 20 August 2020 at 24/F., OfficePlus @Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong to consider the ordinary resolutions to be proposed to approve the (i) proposed termination of Existing Share Option Scheme and adoption of New Share Option Scheme; and (ii) proposed Share Consolidation

any employee (whether full time or part time, including the executive and independent non-executive Directors) of the Company, any subsidiary of the Company or any Invested Entity

the persons who may be offered by the Directors to take up Options including:

• (a) any Eligible Employee;

• (b) any supplier of goods or services to any member of the Group or any Invested Entity;

• (c) any customer of any member of the Group or any Invested Entity;

• (d) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity;

• (e) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity;

• (f) any adviser (professional or otherwise) or consultant or individual or entity who, in the opinion of the Directors, has contributed or will contribute to the growth and development of the Group; and

• (g) any other groups or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group including directors, employees, consultants, former directors, former employees or former consultants of a joint venture company or other company which has formed business alliance with the Group

– 2 –

DEFINITIONS

“Existing Share(s)” ordinary share(s) of HK$0.025 each in the existing capital of the Company before the Share Consolidation becoming effective “Existing Share Certificate(s)” the certificates for the Existing Shares “Existing Share Option Scheme” the existing share option scheme adopted by the Company on 3 November 2012 and is due to expire on in November 2022 “GEM” GEM operated by the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Invested Entity” any entity in which any member of the Group holds any equity interest “Latest Practicable Date” 28 July 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

– 3 –

DEFINITIONS

“New Share Certificate(s)”

• “New Share Option Scheme”

“Offer”

“Offer Date”

“Option(s)”

“Option Period”

“PRC”

the certificates for the Consolidated Shares

the share option scheme proposed to be adopted by the Company at the EGM for the benefit of the Group, its employees, directors, subsidiaries and other Eligible Participants, a summary of the principal terms of which is set out in Appendix to this circular

an offer for the grant of Option made in accordance with the New Share Option Scheme

the date, which must be a Business Day, on which an Offer is made to an Eligible Participant or, in the case of an Offer for a further grant of Options made subject to Shareholders’ approval in accordance with the New Share Option Scheme, the date, which must be a Business Day, of the meeting of the Directors for proposing such further grant

as the context may require, any option(s) granted or (as the case may be) to be granted to Eligible Participant(s) to subscribe for Share(s) under the New Share Option Scheme

in respect of any particular Option, a period (which may not expire later than ten (10) years from the Offer Date of that Option) to be determined and notified by the Directors to the grantee thereof and, in the absence of such determination, from the date of acceptance of the Offer of such Option to the earlier of (i) the date on which such Option lapses under the provisions of the New Share Option Scheme; and (ii) the date falling ten (10) years from the Offer Date of that Option

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

– 4 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
“Share(s)”	the Existing Share(s) or as the context may require, the
	Consolidated Share(s)
“Shareholder(s)”	holder(s) of the issued Existing Shares and, upon the Share
	Consolidation becoming effective, the Consolidated Shares
“Share Consolidation”	the proposed consolidation of every twenty (20) Existing
	Shares in the share capital of the Company into one (1)
	Consolidated Share in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Termination Date”	close of business of the Company on the date which falls
	ten (10) years after the Adoption Date
“%”	per cent.

– 5 –

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.

2020

Latest time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Tuesday, 18 August Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Thursday, 20 August Publication of the announcement of results of the EGM . . . . . . . . . . . . . . . . . . Thursday, 20 August The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation as set out in this circular. Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 24 August First day of free exchange of Existing Share Certificates for New Share Certificates for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . .Monday, 24 August Dealing in the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 24 August 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, 24 August Temporary counter for trading in the Consolidated Shares in board lots of 500 Consolidated Shares (in the form of Existing Share Certificates) opens. . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 24 August

– 6 –

EXPECTED TIMETABLE

2020 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, 7 September 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, 7 September 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, 7 September Temporary counter for trading in the Consolidated Shares in board lots of 500 Consolidated shares (in the form of Existing Share Certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 25 September Parallel trading in the Consolidated Shares (in the form of New Share Certificates for the Consolidation Shares and Existing Share Certificates) ends . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 25 September Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 25 September Last day for free exchange of Existing Share Certificates for for New Share Certificates for the Consolidated Shares . . . . . . . . . . . . . . Tuesday, 29 September

– 7 –

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: Registered office: Mr. Wang Wenzhou (Chief Executive Officer) Cricket Square Mr. Wu Guoming Hutchins Drive Mr. Duan Fanfan PO Box 2681 Grand Cayman KY1-1111 Independent non-executive Directors: Cayman Islands Mr. Leung Oh Man, Martin Mr. Sun Zhi Jun Principal office in Hong Kong: Ms. Huang Yu Jun Unit A, 11/F. Neich Tower 128 Gloucester Road Wan Chai Hong Kong 30 July 2020

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF NEW SHARE OPTION SCHEME; (2) PROPOSED SHARE CONSOLIDATION; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the (i) proposed termination of the Existing Share Option Scheme and adoption of New Share Option Scheme; and (ii) proposed Share Consolidation; and (iii) to give you notice of the EGM.

– 8 –

LETTER FROM THE BOARD

2. PROPOSED TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF NEW SHARE OPTION SCHEME

(a) Termination of Existing Share Option Scheme

The Existing Share Option Scheme was adopted by the Company pursuant to an ordinary resolution of the then Shareholders passed on 3 November 2012. Pursuant to the terms of the Existing Share Option Scheme, it shall be valid and effective for a period of 10 years commencing on the adoption date of the Existing Share Option Scheme, i.e. until 2 November 2022. Other than the Existing Share Option Scheme, the Company currently does not maintain any other share option scheme as at the Latest Practicable Date.

Taking into account that the Existing Share Option Scheme will expire on 2 November 2022, the Board proposes to terminate the Existing Share Option Scheme and to adopt the New Share Option Scheme pursuant to Chapter 23 of the GEM Listing Rules. A resolution will be proposed at the EGM for the adoption of the New Share Option Scheme with effect from the Adoption Date.

As at the Latest Practicable Date, there were an aggregate of 34,000,000 existing share options (the “ Existing Share Options ”) granted to certain Eligible Participants pursuant to the Existing Share Option Scheme, as disclosed in the announcements of the Company dated 9 October 2018 and 23 January 2019. The Existing Share Options would be cancelled with effect from 20 August 2020, the proposed date of the adoption of the New Share Option Scheme. Upon cancellation of the Existing Share Options, no share option remains outstanding under the Existing Share Option Scheme.

Conditional upon the passing of the resolution by the Shareholders at the EGM, the Existing Share Option Scheme will be terminated and no further options shall be granted pursuant to the Existing Share Option Scheme but the Existing Share Option Scheme shall in all other respects remain in force to the extent necessary to give effect to the exercise of any outstanding options granted prior to its termination (if any). The existing options, if any, shall continue to be valid and exercisable in accordance with the terms of the Existing Share Option Scheme.

– 9 –

LETTER FROM THE BOARD

(b) Adoption of New Share Option Scheme

Since the Existing Share Option Scheme will expire on 2 November 2022, the Board proposes to adopt the New Share Option Scheme pursuant to Chapter 23 of the GEM Listing Rules, and a resolution will be proposed at the EGM for the adoption of the New Share Option Scheme.

The Directors consider that the New Share Option Scheme will enable the Group to incentivise and reward its employees, Directors and other Eligible Participants for their contribution to the Group and will also assist the Group in their recruitment and retention of high calibre professionals, executives and employees who are instrumental to the growth and development of the Group. Given that the Directors can determine (i) any performance targets to be achieved, (ii) the minimum period that an Option must be held before an Option, and (iii) the subscription price of an Option, it is expected that grantees will make an effort to contribute to the development of the Group so as to bring about an increased market price of the Shares in order to capitalise on the benefits of the Options granted.

Pursuant to the terms of the New Share Option Scheme, the Board shall have the right to determine and select Eligible Participants to whom the Options shall be granted. The eligibility of any of the Eligible Participants to an Offer shall be determined by the Directors from time to time on the basis of their contribution to the development and growth of the Group.

As at the Latest Practicable Date, there were 1,823,440,000 Shares in issue. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of the EGM, the initial maximum number of Shares that may be allotted and issued upon exercise of all Options to be granted under the New Share Option Scheme will be 182,344,000 Shares being 10% of the Company’s issued shares as at the date of approval of the New Share Option Scheme by the Shareholders at the EGM. Upon completion of the Share Consolidation, there will be 91,172,000 Consolidated Shares in issue and the initial maximum number of consolidated shares that may be allotted and issued upon exercise of all Options to be granted under the New Share Option Scheme will be 9,117,200 consolidated shares, being 10% of the Company’s issued Consolidated Shares. Such maximum number may however be refreshed as detailed in paragraph headed “3. Maximum number of Shares” of Appendix to this circular. In any event, the maximum number of Shares in respect of which Options may be granted under the New Share Option Scheme together with any options outstanding and yet to be exercised under the New Share Option Scheme and any other share option schemes shall not exceed 10% of the issued shares of the Company from time to time.

– 10 –

LETTER FROM THE BOARD

Reference is made to the announcement of the Company dated 3 July 2020 in relation to, among others, the cancellation of 34,000,000 share options under the Existing Share Option Scheme and the grant of 1,700,000 Options to certain Eligible Participants as replacement to the cancelled share options. The details of the proposed grant of Options upon adoption of the New Share Option Scheme and completion of Share Consolidation are as follows:

			Representing
			percentage of
			total number of
			Consolidated
		Number of	Shares in issue
	Position/	Options to	after the Share
Name	Capacity	be granted	Consolidation
Mr. Wu Guoming	Executive Director	300,000	0.33%
Individual A	Employee	300,000	0.33%
Individual B	Employee	300,000	0.33%
Individual C	Employee	300,000	0.33%
Individual D	Employee	240,000	0.26%
Individual E	Employee	240,000	0.26%
Individual F	Employee	20,000	0.02%

The proposed terms of the Options to be granted to the above grantees are as follows:

Proposed date of offer:

1 September 2020 or any other date after the publication of the quarterly result announcement for the three months ended 30 June 2020

Exercise price of Options to be granted:

The highest of (i) the closing price of the Shares on the date of offer; (ii) the average closing price of the Shares for the five business days immediately preceding the date of offer; and (iii) the nominal value of HK$0.5 per Share

Total number of Options 1,700,000 to be granted:

Validity period of Options Two years from the date of offer to be granted:

– 11 –

LETTER FROM THE BOARD

Further announcement will be made by the Company pursuant to Rule 23.06A of the GEM Listing Rules when the terms of the above grant are finalised.

Among the Options to be granted above, 300,000 Options will be granted to Mr. Wu Guoming, an executive Director. Subject to the adoption of the New Share Option Scheme and the completion of the Share Consolidation, the proposed grant of Options to Mr. Wu will be approved by the independent non-executive Directors pursuant to Rule 23.04(1) of the GEM Listing Rules. Save as disclosed above, none of the other grantees is a director, chief executive or substantial shareholder of the Company or any of their respective associates (as defined under the GEM Listing Rules).

Save as disclosed above, as at the Latest Practicable Date, the Company has no plan to grant any other Options under the New Share Option Scheme in the coming 12 months.

None of the Directors is a trustee of the New Share Option Scheme nor has a direct or indirect interest in the trustee. The Company has not appointed any trustee in relation to the New Share Option Scheme. With respect to the operation of the New Share Option Scheme, the Company will, where applicable, comply with the relevant requirements under Chapter 23 of the GEM Listing Rules.

Unless otherwise determined by the Directors and stated in the Offer to a grantee, there is no performance target and no minimum period for which an Option must be held before it can be exercised under the New Share Option Scheme. The subscription price for Shares on exercise of Options under the New Share Option Scheme as determined by the Board, subject to any adjustments made pursuant to the New Share Option Scheme, shall be no less than the highest of: (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of the offer for the grant; (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the date of the offer for the grant; and (iii) the nominal value of a Share.

– 12 –

LETTER FROM THE BOARD

Value of Options that can be granted under the New Share Option Scheme

The Directors consider it inappropriate to state the value of all Options that can be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date prior to the approval of the New Share Option Scheme at the EGM will not be meaningful to the Shareholders, since the Options will be personal to each of the grantee and shall not be transferable or assignable. No grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest whatsoever in favour of any third party over or in relation to any Option or enter into any agreement so to do. In addition, the calculation of the value of the Options is based on a number of variables such as subscription price, exercise period, interest rate, expected volatility and other relevant variables. As Options have not been granted under the New Share Option Scheme, certain variables are not available for calculating the value of the Options. The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would even be misleading to the Shareholders.

Conditions of the adoption of the New Share Option Scheme

The adoption of the New Share Option Scheme is conditional upon:

• (a) the GEM Listing Committee of the Stock Exchange granting listing of, and permission to deal in, such number of Shares which may fall to be issued and allotted pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme (up to 10% of the Shares in issue as at the date of the EGM; and

• (b) the passing of the necessary resolution(s) by the Shareholder(s) at the EGM to approve and adopt the New Share Option Scheme.

General

A summary of the principal terms of the rules of New Share Option Scheme which is proposed to be approved and adopted by the Company at the EGM is set out in Appendix to this circular. A copy of the rules of the New Share Option Scheme is available for inspection at the Company’s principal place of business in Hong Kong at Unit A, 11/F., Neich Tower, 128 Gloucester Road, Wanchai, Hong Kong during normal business hours for the period from the date of this circular up to and in the EGM.

– 13 –

LETTER FROM THE BOARD

Application will be made to the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be allotted and issued pursuant to the exercise of the Options granted under the New Share Option Scheme (up to 10% of the Shares in issue as at the date of the EGM).

3. PROPOSED SHARE CONSOLIDATION

The Board proposes that every twenty (20) Existing Shares in the share capital of the Company be consolidated into one (1) Consolidated Share.

Conditions of the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM; 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 Second Business Day immediately following the fulfilment of the above conditions.

Effects of the Share Consolidation

As at the Latest Practicable Date, there are 1,823,440,000 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be allotted, issued or repurchased prior and up to the date of the EGM, upon the Share Consolidation becoming effective, not less than 91,172,000 Consolidated Shares will be in issue which will be fully paid or credited as fully paid.

Other than the relevant expenses incurred, the implementation of the Share Consolidation will have no effect on the consolidated total asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Group or the interests of the Shareholders as a whole, save for any fractional Consolidated Shares (if any) to which the Shareholders would otherwise be entitled. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.

– 14 –

LETTER FROM THE BOARD

Status of the Consolidated Shares

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other, and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

Board lot size

The Existing Shares are currently traded in board lots of 10,000 Existing Shares each and the market value per board lot of the Existing Shares is HK$190, based on the closing price of HK$0.019 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date.

Upon the Share Consolidation becoming effective, the board lot size will remain the same and the Consolidated Shares will be traded in board lots of 10,000 Consolidated Shares and the theoretical market value per board lot of the Consolidated Shares will be HK$3,800, based on the closing price of HK$0.019 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date.

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.

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LETTER FROM THE BOARD

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 becoming 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 37,037,037 Existing Shares at the conversion price of HK$0.54 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.

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, if any, 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. Shareholders who are concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling the Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

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LETTER FROM THE BOARD

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm 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 Mr. Lau King Yuen of Rifa Securities Limited at Level 7, 28 Hennessy Road, Hong Kong (Telephone no.: 3900 1781) 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.

Exchange of certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be Monday, 24 August 2020, being the second Business Day immediately after the date of the EGM, Shareholders may on or after Monday, 24 August 2020 and until Tuesday, 29 September 2020 (both days inclusive), submit their Existing Share Certificates in green colour for the Existing Shares to the Company’s branch share registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for exchange for New Share Certificates in blue 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 ten 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 New Share Certificate for the Consolidated Shares issued or each Existing Share Certificate for the Existing Shares submitted for cancellation, whichever is higher.

With effect from Monday, 28 September 2020, trading will only be in Consolidated Shares which share certificates will be issued in blue colour. Existing Share Certificates in green 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.

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LETTER FROM THE BOARD

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$
2020
January	0.290	0.057
February	0.081	0.067
March	0.160	0.035
April	0.035	0.030
May	0.032	0.025
June	0.027	0.024

As at the Latest Practicable Date, the Shares are traded in board lots of 10,000 Shares, which will remain unchanged upon the Share Consolidation becoming effective. Based on the closing price of HK$0.019 per Existing Share (equivalent to HK$0.5 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$3,800.

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LETTER FROM THE BOARD

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 30 August 2019. It is expected that the Share Consolidation ratio of every ten (10) 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$3,800 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 has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and (ii) the Company does not have any concrete plan to conduct any fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

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LETTER FROM THE BOARD

4. EGM

A notice convening the EGM to be held at 24/F., OfficePlus @Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong on Thursday, 20 August 2020 at 11:00 a.m. (Hong Kong time) 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 EGM-1 to EGM-4 of this circular.

Abstaining from voting by interested Shareholder

Pursuant to the GEM Listing Rules, any Shareholder who has a material interest in the exercise of the proposed termination of Existing Share Option Scheme, adoption of New Share Option Scheme or Share Consolidation would be required to abstain from voting for the resolution to approve the termination of Existing Share Option Scheme, adoption of New Share Option Scheme or Share Consolidation at the EGM. As at the Latest Practicable Date, to the best knowledge and belief of the Directors after having made all reasonable enquires, Mr. Wu Guoming is interested in 73,750,000 Shares, representing 4.04% of the issued share capital of the Company. Mr. Wu Guoming, as one of the grantees under the Existing Share Option Scheme and also as one of the proposed grantees under the New Share Option Scheme, has undertaken to the Company that it will abstain from voting for the resolution(s) regarding the termination of Existing Share Option Scheme and adoption of New Share Option Scheme at the EGM. For the avoidance of doubt, Mr. Wu Guoming would be able to vote for the resolution to approve the Share Consolidation. Save for Mr. Wu Guoming, the Directors are not aware of any other Shareholders who have a material interest in the proposed termination of Existing Share Option Scheme, the adoption of New Share Option Scheme or the Share Consolidation or are required to abstain from voting for the resolution(s) regarding the proposed termination of Existing Share Option Scheme, the adoption of New Share Option Scheme and the Share Consolidation at the EGM. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon any Shareholder; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

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LETTER FROM THE BOARD

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 Tuesday, 18 August 2020 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 Monday, 17 August 2020 to Thursday, 20 August 2020 (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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 14 August 2020.

5. 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.

6. RECOMMENDATION

The Directors consider that the (i) proposed termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme; and (ii) proposed Share Consolidation are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix (Summary of the principal terms of the rules of the New Share Option Scheme) to this circular.

Yours faithfully For and on behalf of the Board Global Strategic Group Limited Wang Wenzhou

Executive Director and Chief Executive Officer

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Option Scheme proposed to be adopted at the EGM:

1. Purpose of the New Share Option Scheme

The purpose of the New Share Option Scheme is to enable the Group to grant options to the Eligible Participants as incentives or rewards for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group or the Invested Entity.

2. Who may join

The Directors shall, in accordance with the provisions of the New Share Option Scheme and the GEM Listing Rules, be entitled but shall not be bound at any time within a period of ten (10) years commencing from the Adoption Date to make an offer to any person belonging to the following classes of participants to subscribe for Shares being a board lot for dealings in the Shares on the Stock Exchange or an integral multiple thereof:

• (i) an Eligible Employee;

• (ii) any supplier of goods or services to any member of the Group or any Invested Entity;

• (iii) any customer of any member of the Group or any Invested Entity;

• (iv) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity;

• (v) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity;

• (vi) any adviser (professional or otherwise), consultant, individual or entity who in the opinion of the Directors has contributed or will contribute to the growth and development of the Group; and

• (vii) any other groups or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group including directors, employees, consultants, former directors, former employees or former consultants of a joint venture company or other company which has formed business alliance with the Group,

and, for the purpose of the New Share Option Scheme, the Offer may be made to any company wholly owned by one or more Eligible Participants.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

For the avoidance of doubt, the grant of any option by the Company for the subscription of Shares or other securities of the Group to any person who falls within any of the above classes of Eligible Participants shall not, by itself, unless the Directors otherwise determine, be construed as a grant of option under the New Share Option Scheme.

The eligibility of any of the Eligible Participants to an Offer shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to such Eligible Participant’s contribution to the development and growth of the Group. The Board considers that the grant of Options to these Eligible Participants will offer incentives for advisors, consultants and service providers to provide better services to the Group, for customers to maximise the quantity of their orders and increase loyalty to the Group, for suppliers to offer more economic and quality supplies to the Group, for the business partners and joint venture business partners to refer or introduce potential business opportunities to the Group, thereby optimising performance efficiency and benefiting the long-term growth of the Group. Accordingly, the Board will assess the eligibility of these Eligible Participants based on various factors such as performance conditions, or targets to be achieved and potential and/or actual contribution to the business affairs of and benefits to the Group. It is expected that grantees of Options will make an effort to contribute to the development of the Group so as to bring about an increased market price of the Shares in order to capitalize on the benefits of the Options granted and in turn benefiting the Company and its Shareholders as a whole.

3. Maximum number of Shares

• (i) The maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme adopted by the Group shall not exceed 30% of the share capital of our Company in issue from time to time.

• (ii) The total number of Shares which may be allotted and issued upon exercise of all Options (excluding, for this purpose, options which have lapsed in accordance with the terms of the New Share Option Scheme and any other share option scheme of the Group) to be granted under this Scheme and any other share option scheme of the Group must not in aggregate exceed ten (10) per cent. of the total number of Shares in issue (the “ General Scheme Limit ”).

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

• (iii) Subject to (i) above and without prejudice to (iv) below, the Company may seek approval of the Shareholders in general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be allotted and issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Group shall not exceed 10% of the Shares in issue as at the date of the approval of the limit and for the purpose of calculating the limit, options (including those options, cancelled, lapsed or exercised in accordance with the New Share Option Scheme and any other share option schemes of the Group) previously granted under the New Share Option Scheme and any other share option schemes of the Group will not be counted.

• (iv) Subject to (i) above and without prejudice to (iii) above, the Company may seek separate shareholders’ approval in general meeting to grant Options under the New Share Option Scheme beyond the General Scheme Limit, or if applicable, the extended limit referred to in (iii) above to Eligible Participants specifically identified by the Company before such approval is sought.

4. Maximum entitlement of each eligible participant

Subject to the paragraph 5 below, the total number of Shares issued and which may fall to be issued upon exercise of the Options under the New Share Option Scheme and the options granted under any other share option schemes of the Group (including both exercised or outstanding options) to each Grantee in any 12-month period shall not exceed 1% of the issued share capital of the Company for the time being. Where any further grant of Options to a Grantee under the New Share Option Scheme would result in the Shares issued and to be issued upon exercise of all options granted and proposed to be granted to such person (including exercised, cancelled and outstanding options) under the New Share Option Scheme and any other share option scheme of the Group in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the Shares in issue, such further grant must be separately approved by the Shareholders in general meeting with such grantees and their close associates (or his associates if the participant is a connected person) abstaining from voting.

5. Grant of options to core connected persons

• (i) Without prejudice to (ii) below, the making of an Offer to any Director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the Grantee of an Option).

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

• (ii) Without prejudice to (i) above, where any grant of Options to a substantial shareholder or an independent non-executive Director or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

• (1) representing in aggregate over 1% of the Shares in issue; and

• (2) having an aggregate value, based on the closing price of the Shares on the offer date of each grant, in excess of HK$5 million;

such further grant of options must be approved by the Shareholders in general meeting. The grantee, his associates and all core connected persons of the Company must abstain from voting in favour at such general meeting.

For the purpose of seeking the approval of the Shareholders under paragraphs 3, 4 and 5 above, the Company must send a circular to the Shareholders containing the information required under the GEM Listing Rules and where the GEM Listing Rules shall so require, the vote at the Shareholders’ meeting convened to obtain the requisite approval shall be taken on a poll with those persons required under the GEM Listing Rules abstaining from voting.

6. Time of acceptance and exercise of an option

An Offer shall remain open for acceptance by the Eligible Participants concerned (and by no other person) for a period of up to 21 days from the Offer Date.

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period to be determined and notified by the Directors to the grantee thereof, and in the absence of such determination, from the date of acceptance of the Offer of such Option to the earlier of (i) the date on which such Option lapses under the relevant provisions of the New Share Option Scheme; and (ii) the date falling ten years from the Offer date of that Option.

An Offer shall have been accepted by an Eligible Participant in respect of all Shares which are offered to such Eligible Participant when the duplicate letter comprising acceptance of the Offer duly signed by the Eligible Participant together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company within such time as may be specified in the Offer (which shall not be later than 21 days from the offer date). Such remittance shall in no circumstances be refundable.

I – 4

APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

Any offer may be accepted by an Eligible Participant in respect of less than the number of Shares which are offered provided that it is accepted in respect of a board lot for dealings in the Shares on GEM or an integral multiple thereof and such number is clearly stated in the duplicate letter comprising acceptance of the Offer duly signed by such Eligible Participant and received by the Company together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof within such time as may be specified in the Offer (which shall not be later than 21 days from the Offer Date). Such remittance shall in no circumstances be refundable.

7. Performance targets

Unless otherwise determined by the Directors and stated in the Offer to a Grantee, a Grantee is not required to hold an Option for any minimum period nor achieve any performance targets before the exercise of an Option granted to him.

8. Subscription price for Shares

The subscription price for Shares under the New Share Option Scheme in respect of any option shall, subject to any adjustments made pursuant to paragraph (19) below, be at the discretion of the Directors, provided that it shall not be less than the highest of:

• (i) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet for trade in one or more board lots of the Shares on the Offer Date;

• (ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the Offer Date; and

• (iii) the nominal value of a Share.

9. Ranking of Shares

Shares to be allotted and issued upon the exercise of an Option will be subject to all the provisions of the Articles for the time being in force and will rank equally in all respects with the then existing fully paid Shares in issue on the date on which the Option is duly exercised or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members (the “ Exercise Date ”) and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Exercise Date. A Share allotted and issued upon the exercise of an Option shall not carry voting rights until the name of the Grantee has been duly entered in the register of members of the Company as the holder thereof.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

10. Restrictions on the time of grant of options

For so long as the Shares are listed on the Stock Exchange, an Offer may not be made after inside information has come to the Company’s knowledge until the Company have announced the information. In particular, during the period commencing one month immediately preceding the earlier of

• (i) the date of the board meeting (as such date is first notified to the Stock Exchange in accordance with the GEM Listing Rules) for the approval of the Company’s result for any year, half-year or quarter-year period or any other interim period (whether or not required under the GEM Listing Rules); and

• (ii) the deadline for the Company to publish announcements of the Company’s results for any year, half-year, quarter-year period or any other interim period (whether or not required under the GEM Listing Rules), and ending on the date of the results announcement, no Offer may be made;

and the Directors may not make any Offer to an Eligible Participant who is a Director during the periods or times in which the Directors are prohibited from dealing in Shares under such circumstances as prescribed by the GEM Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.

11. Period of the Share Option Scheme

The New Share Option Scheme will remain in force until close of business of the Company on the date which falls ten years after Adoption Date.

12. Rights of ceasing employment

If the Grantee is an Eligible Employee and in the event of his ceasing to be an Eligible Employee for any reason other than his death, ill-health or retirement in accordance with his contract of employment or the termination of his employment on one or more of the grounds specified in the paragraph 14 below before exercising the Option in full, the Option (to the extent not already exercised) shall lapse on the date of cessation or termination and not be exercisable unless the Directors otherwise determine in which event the Grantee may exercise the Option (to the extent not already exercised) in whole or in part within such period as the Directors may determine following the date of such cessation or termination. The date of cessation or termination as aforesaid shall be the last day on which the Grantee was actually at work with the Company or the relevant subsidiary of the Company or the Invested Entity whether salary is paid in lieu of notice or not.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

13. Rights on death, ill-health or retirement

If the Grantee is an Eligible Employee and in the event of his ceasing to be an Eligible Employee by reason of his death, ill-health or retirement in accordance with his contract of employment before exercising the Option in full, his personal representative(s) in accordance with the laws of succession applicable in respect of the death of a Grantee or, as appropriate, the Grantee may exercise the Option (to the extent not already exercised) in whole or in part within a period of twelve (12) months following the date of cessation of employment which date shall be the last day on which the granted was at work with the Company or the relevant subsidiary or the Invested Entity whether salary is paid in lieu of notice or not.

14. Rights on dismissal

In respect of a Grantee who is an Eligible Employee, the date on which the Grantee ceases to be an Eligible Employee by reason of termination of his employment on the grounds that he has been guilty of persistent or serious misconduct, or has committed any act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the Grantee or the Group into disrepute), such Option (to the extent not already exercised) shall lapse automatically and shall not in any event be exercisable on or after the date of cessation to be an Eligible Employee.

15. Rights on breach of contracts

In respect of a Grantee other than an Eligible Employee, the date on which the Directors shall at their absolute discretion determine that (i)(1) such Grantee has committed any breach of any contract entered into between such Grantee on the one part and the Group or any Invested Entity on the other part; or (i)(2) such Grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally; or (i)(3) such Grantee could no longer make any contribution to the growth and development of the Group by reason of the cessation of its relations with the Group or by any other reason whatsoever; and (ii) the Option shall lapse as a result of any event specified in sub-paragraph (i)(1) to (3).

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

16. Rights on a general offer, a compromise or arrangement

If a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the holders of the Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the Grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the Options granted to them, the Shareholders. If such offer becomes or is declared unconditional or such scheme of arrangement is formally proposed to the Shareholders, the Grantee shall, notwithstanding any other terms on which his Option was granted, be entitled to exercise the Option (to the extent not already exercised) to its full extent or to the extent specified in the Grantee’s notice to the Company in exercise of his Option at any time thereafter and up to the close of such offer (or any revised offer) or the record date for entitlements under scheme of arrangement, as the case may be. Subject to the above, an Option shall lapse automatically (to the extent not exercised) on the date on which such offer (or, as the case may be, revised offer) closes.

17. Rights on winding-up

In the event of a resolution being proposed for the voluntary winding-up of the Company during the Option Period, the Grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time not less than two (2) Business Days before the date on which such resolution is to be considered and/or passed, exercise his Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of the New Share Option Scheme and the Company shall allot and issue to the Grantee the Shares in respect of which such Grantee has exercised his Option not less than one (1) Business Day before the date on which such resolution is to be considered and/or passed whereupon he shall accordingly be entitled, in respect of the Shares allotted and issued to him in the aforesaid manner, to participate in the distribution of the assets of the Company available in liquidation equally with the holders of the Shares in issue on the day prior to the date of such resolution. Subject thereto, all Options then outstanding shall lapse and determine on the commencement of the winding-up of the Company.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

18. Grantee being a company wholly owned by Eligible Participants

If the Grantee is a company wholly owned by one or more Eligible Participants:

• (i) the provisions of paragraphs 12, 13, 14 and 15 above shall apply to the Grantee and to the Option granted to such Grantee, mutatis mutandis, as if such Option had been granted to the relevant Eligible Participant, and such Option shall accordingly lapse or fall to be exercisable after the event(s) referred to in paragraphs 12, 13, 14 and 15 above shall occur with respect to the relevant Eligible Participant; and

• (ii) the Options granted to the Grantee shall lapse and determine on the date the Grantee ceases to be wholly owned by the relevant Eligible Participant provided that the Directors may in their absolute discretion decide that such Options or any part thereof shall not so lapse or determine subject to such conditions or limitations as they may impose.

19. Adjustment to the subscription price

In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable or the New Share Option Scheme remains in effect, and such event arises from a capitalisation issue, rights issue, consolidation or sub-division of the Shares or reduction of the share capital of the Company, then, in any such case the Company shall instruct the auditors of the Company or an independent financial adviser to certify in writing the adjustment, if any, that ought in their opinion fairly and reasonably to be made either generally or as regards any particular Grantee, to:

• (i) the number or nominal amount of Shares to which the New Share Option Scheme or any Option(s) relate(s) (insofar as it is/they are unexercised); and/or

• (ii) the subscription price of any Option; and/or

• (iii) (unless the relevant Grantee elects to waive such adjustment) the number of Shares comprised in an Option or which remain comprised in an Option,

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

and an adjustment as so certified by the auditors of the Company or such independent financial adviser shall be made, provided that:

• (i) any such adjustment shall give the Grantee the same proportion of the issued share capital of the Company (as interpreted in accordance with the supplemental guidance attached to the letter from the Stock Exchange dated 5 September 2005 to all issuers relating to share option schemes) for which such Grantee would have been entitled to subscribe had he exercised all the Options held by him immediately prior to such adjustment;

• (ii) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

• (iii) the issue of Shares or other securities of the Group as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and

• (iv) any such adjustment shall be made in compliance with the GEM Listing Rules and such rules, codes and guidance notes of the Stock Exchange from time to time.

In respect of any adjustment referred to above, other than any adjustment made on a capitalisation issue, the auditors of the Company or such independent financial adviser must confirm to the Directors in writing that the adjustments satisfy the relevant provisions of the GEM Listing Rules and the supplemental guidance attached to the letter from the Stock Exchange dated 5 September 2005 to all issuers relating to share option schemes.

20. Cancellation of Options

Subject to the provisions in the New Share Option Scheme and Chapter 23 of the GEM Listing Rules, any Option granted but not exercised may not be cancelled except with the prior written consent of the relevant Grantee and the approval of the Directors.

Where the Company cancels any Option granted to a Grantee but not exercised and issues new Option(s) to the same Grantee, the issue of such new Option(s) may only be made with available unissued options (excluding, for this purpose, the Options so cancelled) within the General Scheme Limit or the limits approved by the Shareholders pursuant to paragraph 3(ii) or 3(iv) above.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

21. Termination of the New Share Option Scheme

The Company by an ordinary resolution in general meeting may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but in all other respects the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options (to the extent not already exercised) granted prior thereto or otherwise as may be required in accordance with the provisions of the New Share Option Scheme and Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

22. Rights are personal to Grantee

An Option shall be personal to the Grantee and shall not be transferable or assignable, and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest whatsoever in favour of any third party over or in relation to any Option or enter into any agreement so to do. Any breach of the foregoing by a Grantee shall entitle the Company to cancel any Option granted to such Grantee to the extent not already exercised.

23. Lapse of Option

An Option shall lapse automatically (to the extent not already exercised) on the earliest of (i) the expiry of the Option Period in respect of such Option; (ii) the expiry of the periods or dates referred to in paragraphs 12, 13, 14, 15, 16, 17 and 18 above; or (iii) the date on which the Directors shall exercise the Company’s right to cancel the Option by reason of paragraph 22 above.

24. Others

• (i) The New Share Option Scheme is conditional upon:

• (1) the GEM Listing Committee of the Stock Exchange granting listing of and permission to deal in the new Shares which may be issued and allotted pursuant to the exercise of options granted under the New Share Option Scheme up to 10% of the share capital of the Company in issue on the date of Shareholders’ approval of the New Share Option Scheme; and

• (2) the passing of the necessary resolution(s) to approve and adopt the New Share Option Scheme in general meeting or by way of written resolution of the shareholder(s) of the Company.

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APPENDIX

SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE NEW SHARE OPTION SCHEME

• (ii) The provisions of the New Share Option Scheme relating to the matters governed by Rule 23.03 of the GEM Listing Rules shall not be altered to the advantage of Grantees or prospective Grantees except with the prior sanction of a resolution of the Company in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Grantees as would be required of the holders of the Shares under the Articles for the time being for a variation of the rights attached to the Shares.

• (iii) Subject to the sub-paragraph 23(iv) below, any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted shall be approved by the Shareholders except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (iv) Any change to the authority of the Directors or the administrators of the New Share Option Scheme in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in general meeting.

• (v) The terms of the New Share Option Scheme and/or any Options amended must comply with the applicable requirements of the GEM Listing Rules.

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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 an extraordinary general meeting (the “ Meeting ”) of Global Strategic Group Limited (the “ Company ”) will be held at 24/F., OfficePlus @Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong on Thursday, 20 August 2020 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 RESOLUTIONS

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (i) with effect from the close of business of the day on which this resolution numbered 1 is passed, the existing share option scheme (the “ Existing Share Option Scheme ”) adopted by the Company pursuant to a resolution passed by the then shareholders of the Company on 3 November 2012 (a copy of the Existing Share Option Scheme having been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) be and is hereby terminated and cease to have any further effect, save and except that the Existing Share Option Scheme will remain in force to the extent necessary to give effect to the exercise of the options granted thereunder prior to termination thereof; and

EGM – 1

NOTICE OF EGM

• (ii) subject to and conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the approval for the listing of, and permission to deal in, such number of shares (the “ Shares ”) in the share capital of the Company to be issued pursuant to the exercise of options which may be granted under the new share option scheme of the Company (the “ New Share Option Scheme ”, the rules of which are summarised in the circular of the Company dated 30 July 2020 (the “ Circular ”)),

• (i) the rules of the New Share Option Scheme be and are hereby approved and adopted; and

• (ii) the Directors be and are hereby authorised to:

  • (1) administer the New Share Option Scheme under which options will be granted to eligible participants under the New Share Option Scheme to subscribe for Shares;

  • (2) modify and/or amend the rules of the New Share Option Scheme from time to time subject to the provisions of such rules;

  • (3) allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options under the New Share Option Scheme; and

  • (4) make application at the appropriate time to the Stock Exchange, and any other stock exchange upon which the Shares may for the time being be listed, for listing of, and permission to deal in, the Shares which may thereafter from time to time be allotted and issued pursuant to the exercise of the options under the New Share Option Scheme.”

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NOTICE OF EGM

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to and conditional upon the Stock Exchange granting the approval for 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 twenty (20) issued and unissued ordinary shares of par value of HK$0.025 each in the share capital of the Company be consolidated into one (1) Consolidated Share of par value of HK$0.5 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

• (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 Baord

Global Strategic Group Limited Wang Wenzhou

Executive Director and Chief Executive Officer

Hong Kong, 30 July 2020

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NOTICE OF EGM

Registered office:

Cricket Square

Hutchins Drive PO Box 2681 Grand Cayman KY1-1111

Cayman Islands

Principal place of business:

Unit A, 11/F.

Neich Tower 128 Gloucester Road

Wan Chai Hong Kong

Notes:

1. All 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.

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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than Tuesday, 18 August 2020 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 for determining the entitlement of the shareholders of the Company to attend and vote at the Meeting will be on Thursday, 20 August 2020. The Company’s register of members will be closed from Monday, 17 August 2020 to Thursday, 20 August 2020 (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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Friday, 14 August 2020.

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