Go Up Education Technology Limited - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Wealth Glory Holdings Limited (the ‘‘Company’’), you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer 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 take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8269)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; (3) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION;

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 29 September 2023 at 11 a.m. is set out on pages 30 to 35 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the office of the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and delivery of the accompanying form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish.

This circular will remain on the 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.wealthglory.com.

31 August 2023

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, 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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	Page
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Amendments to the Memorandum and Articles of Association . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II – Particulars of Directors for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix III – Particulars of Proposed Amendments to the Memorandum
and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

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DEFINITIONS

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

‘‘AGM’’ or ‘‘Annual General Meeting’’
the annual general meeting of the Company to be convened and held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Thursday, 28 September 2023 at 11 a.m. or any adjournment thereof
‘‘Articles of Association’’
the articles of association of the Company, and ‘‘Article(s)’’ shall mean an article of the Articles of Association (as amended from time to time)
‘‘Board’’
the board of Directors
‘‘close associate(s)’’
has the meaning ascribed thereto under the GEM Listing Rules
‘‘Company’’
Wealth Glory Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM
‘‘Controlling Shareholder(s)’’
has the meaning ascribed thereto under the GEM Listing Rules
‘‘core connected person(s)’’
has the meaning ascribed thereto under the GEM Listing Rules
‘‘Directors’’
the directors of the Company
‘‘GEM’’
the Growth Enterprise Market of the Stock Exchange
‘‘GEM Listing Rules’’
the Rules Governing the Listing of Securities on GEM
‘‘General Mandate’’
the general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting such mandate

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DEFINITIONS

‘‘Group’’

the Company and its subsidiaries

‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the People’s Republic of China

‘‘Latest Practicable Date’’
22 August 2023, being the latest practicable date prior to the printing of this circular
‘‘Memorandum and Articles of the memorandum and articles of association of the Association’’ Company currently in force and as amended, supplemented or otherwise modified from time to time
‘‘Model Code’’ the Model Code for securities transactions by Director of the listed issuer as set out in Appendix X to the Listing Rules
‘‘Options’’
the options granted under the Share Option Scheme to subscribe for Shares in accordance with the terms thereof
‘‘Proposed Amendments’’

the proposed amendments to the Memorandum and Articles of Association as set out in Appendix III to this circular

‘‘Repurchase Mandate’’
the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase up to 10% of the number of issued Shares as at the date of passing of the relevant resolution granting such mandate
‘‘SFO’’
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
‘‘Share(s)’’
ordinary share(s) of HK$0.024 each in the share capital of the Company
‘‘Shareholder(s)’’ holder(s) of the Share(s)
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’ the Code on Takeovers and Mergers and Share Buy-backs
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent.

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LETTER FROM THE BOARD

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8269)

Executive Directors: Ms. Lin Su

Independent non-executive Directors: Mr. Tam Chak Chi Mr. Chan Ka Hung Mr. Liu Yongsheng

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

Principal place of business in Hong Kong: Room 1104, Crawford House 70 Queen’s Road Central Central, Hong Kong

31 August 2023

To the Shareholders,

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; (3) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

At the AGM, resolutions will be proposed for the Shareholders to approve, among other things, (i) the granting of the General Mandate and the Repurchase Mandate to the Directors; (ii) the re-election of Directors; (iii) the Proposed Amendments; and (iv) notice of Annual General Meeting.

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LETTER FROM THE BOARD

GENERAL MANDATE

At the AGM, an ordinary resolution will be proposed such that the Directors be given a general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the number of issued Shares as at the date of granting of the General Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 890,722,800 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 178,144,560 Shares.

REPURCHASE MANDATE

At the AGM, an ordinary resolution will also be proposed such that the Directors be given a general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the number of issued Shares as at the date of granting of the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 89,072,280 Shares.

The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law or any applicable laws to be held; or (iii) the revocation, variation or renewal of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first (the ‘‘Relevant Period’’).

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LETTER FROM THE BOARD

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

According to Article 83(3) of the Articles of Association, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

According to Articles 84(1) and 84(2) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, then the number nearest to one-third) shall retire from office by rotation. Every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. The Directors to retire in every year will be those who have been longest in office since their last re-election or appointment but as between persons who became or were last re-elected Directors on the same day those to retire will (unless they otherwise agree among themselves) be determined by lot.

In accordance with Articles 84(1) and 84(2) of the Articles of Association, Ms. Lin Su and Mr. Chan Ka Hung shall retire from office by rotation at the AGM. Being eligible, Ms. Lin Su and Mr. Chan Ka Hung will offer themselves for re-election as Executive Director (as the case may be) at the AGM.

Particulars relating to the Directors who offer themselves for re-election are set out in Appendix II to this circular.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Pursuant to the Consultation Conclusions on Listing Regime for Overseas Issuers published by the Stock Exchange in November 2021, the GEM Listing Rules have been amended with effect from 1 January 2022 which requires, among others, listed issuers to adopt a uniform set of 14 ‘‘Core Standards’’ for shareholder protections for issuers. As such, the Board proposes to amend the Memorandum and Articles of Association for the purposes of, among others, (i) bringing the Memorandum and Articles of Association in line with amendments made to the GEM Listing Rules and applicable laws of the Cayman Islands; and (ii) making certain other housekeeping amendments to the Memorandum and Articles of Association.

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LETTER FROM THE BOARD

Details of the Proposed Amendments (with mark-ups showing changes from the existing Memorandum and Articles of Association) are set out in Appendix III to this circular. The Chinese translation is for reference only. In case of any discrepancy or inconsistency between the English version and its Chinese translation, the English version shall prevail.

The Proposed Amendments are subject to the approval of the Shareholders by way of special resolution at the AGM. Prior to the passing of the special resolution at the AGM, the existing Memorandum and Articles of Association shall remain valid. The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the Proposed Amendments conform with the applicable requirements under the GEM Listing Rules and are not inconsistent with the applicable laws of Cayman Islands. The Company confirms that there is nothing unusual about the Proposed Amendments for a Cayman Islands incorporated company listed on the Stock Exchange.

ANNUAL GENERAL MEETING

A notice of the AGM is set out on pages 30 to 35 of this circular.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the holding of the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

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 are of the opinion that the proposals referred to in this circular are in the best interests of the Company and the Shareholders and recommend all Shareholders to vote in favor of all the resolutions, including but not limited to, (i) the grant of the General Mandate and the Repurchase Mandate; (ii) the re-election of Directors; and (iii) the Proposed Amendments to be proposed at the AGM.

GENERAL

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

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully For and on behalf of the Board of Wealth Glory Holdings Limited Lin Su

Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CORE CONNECTED PARTIES

The GEM Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a ‘‘core connected person’’, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates (as defined in the GEM Listing Rules) and a core connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

2. NUMBER OF SHARES WHICH MAY BE REPURCHASED

The Repurchases Mandate will authorise the Directors to repurchase Shares on the Stock Exchange or on another exchange recognised for this purpose by the Commission and the Stock Exchange under the Takeovers Code up to a maximum of 10% of the number of issued Shares as at the date on which the resolution approving the Repurchase Mandate is passed.

Subject to the passing of the proposed resolution set out in the notice of AGM, on the basis of 890,722,800 Shares in issue as at the Latest Practicable Date and that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 89,072,280 Shares during the period until the date of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

3. REASONS FOR REPURCHASE OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have general authority from Shareholders to enable the Company to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share.

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EXPLANATORY STATEMENT

APPENDIX I

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available from the Company’s distributable profits or proceeds of a fresh issue of shares in accordance with its memorandum and articles of association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase its own Shares on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 March 2022) in the event that the Repurchase Mandate is exercised in full. The repurchased shares under the Repurchase Mandate, which would be automatically cancelled according to rule 13.14 of the GEM Listing Rules. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest market prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2022
June	0.170	0.160
July	0.170	0.170
August	0.170	0.112
September	0.134	0.084
October	0.120	0.095
November	0.249	0.094
December	0.169	0.160
2023
January	0.167	0.104
February	0.221	0.104
March	0.180	0.110
April	0.110	0.105
May	0.124	0.105
June	0.159	0.124
July	0.152	0.138
August (up to the Latest Practicable Date)	0.154	0.137

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EXPLANATORY STATEMENT

APPENDIX I

7. DIRECTORS’ UNDERTAKING

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

8. DISCLOSURE OF INTERESTS AND DIRECTORS’ UNDERTAKING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.

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

9. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, none of the Shareholders are interested in more than 10% of the Shares then in issue.

On the basis of the current shareholdings of the above Shareholders, an exercise of the Repurchase Mandate in full will not result in them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as disclosed, the Directors are not aware of any consequences which may arise under the Takeovers Code as consequences of any purchase made under the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any of the above Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

10. SHARE REPURCHASED MADE BY THE COMPANY

No purchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the period from the six months immediately preceding the date of this circular.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

(1) Ms. Lin Su (‘‘Ms. Lin’’)

Executive Director

Ms. Lin, aged 39, was appointed as an executive director in September 2016 and was appointed as a member of the Executive Committee. Ms. Lin graduated from 陝西國際商貿學院 (Shanxi Institute of International Trade & Commerce*) in the People’s Republic of China (the ‘‘PRC’’) specialized in computer information management. Ms. Lin has over ten years of experience in the finance industry. Prior to joining the Company, she held senior position in a sizeable financial institution in the PRC.

Ms. Lin is appointed for a term of 3 years and is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles of Association. She will receive a director’s remuneration as per a service contract with the Company for her role as an executive Director, subject to approval by the Shareholders in annual general meeting and annual review by the Board. In determining her director’s remuneration, the Board has taken into account the level of remuneration paid to executive directors of other listed companies, time and responsibilities committed and assumed by her in attending to the affairs of the Company and the recommendations given by the Remuneration Committee. Under Ms. Lin’s service agreement, she is entitled to an emolument of HK$240,000 per annum, together with discretionary management bonus and such share options which may be granted under the share option scheme adopted by the Company to be determined by the Board and the remuneration committee of the Company with reference to his duties and responsibilities with the Company, the Company’s performance and prevailing market condition.

As at the Latest Practicable Date, Ms. Lin has a personal interest in 2,790,000 Shares (representing approximately 0.3% of the issued share capital of the Company) and interested in 7,190,190 Shares which is Options granted on 30 March 2022, within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Ms. Lin does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company; or (v) have and deemed to have any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Save as disclosed above, there are no other matters concerning Ms. Lin that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Lin that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

(2) Mr. Chan Ka Hung (‘‘Mr. Chan’’)

Independent Non-Executive Director

Mr. Chan, aged 41, was appointed as an independent non-executive director in October 2016. Mr. Chan holds a bachelor’s degree of Applied Physics from the City University of Hong Kong. He has over 15 years of experience in project management and business development in the industrial and manufacturing field particularly in the semiconductor industry.

Mr. Chan has renewed the letter of appointment for a term of 3 years and is subject to retirement by rotation and re-election at annual general meeting in accordance with the Articles of Association. He will receive a director’s remuneration as per a service contract with the Company for his role as an independent nonexecutive director, subject to approval by the Shareholders in annual general meeting and annual review by the Board. In determining his director’s remuneration, the Board has taken into account the level of remuneration paid to non-executive directors of other listed companies, time and responsibilities committed and assumed by him in attending to the affairs of the Company and the recommendations given by the Remuneration Committee. Under Mr. Chan’s service agreement, he is entitled to an emolument of HK$120,000 per annum.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (iii) have other major appointments and professional qualifications; (iv) have any relationship with other directors, senior management or substantial or controlling shareholders of the Company; or (v) have and deemed to have any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders nor is there any information relating to Mr. Chan that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

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APPENDIX III

PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The following are the proposed amendments to the Memorandum and Articles of Association. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the new Memorandum and Articles of Association. If the serial numbering of the provisions of the Memorandum and Articles of Association changed due to the addition, deletion or rearrangement of certain provisions made in these amendments, the serial numbering of the provisions of the Memorandum and Articles of Association as so amended shall be changed accordingly, including crossreferences.

Note: The Memorandum and Articles of Association is prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of any inconsistency, the English version shall prevail.

Provision No.	Provision in the new Memorandum and Articles of Association (changes marked-up against provisions in the existing Memorandum and Articles of Association)	Provision in the new Memorandum and Articles of Association (changes marked-up against provisions in the existing Memorandum and Articles of Association)	Provision in the new Memorandum and Articles of Association (changes marked-up against provisions in the existing Memorandum and Articles of Association)	Provision in the new Memorandum and Articles of Association (changes marked-up against provisions in the existing Memorandum and Articles of Association)	Provision in the new Memorandum and Articles of Association (changes marked-up against provisions in the existing Memorandum and Articles of Association)	Provision in the new Memorandum and Articles of Association (changes marked-up against provisions in the existing Memorandum and Articles of Association)	Provision in the new Memorandum and Articles of Association (changes marked-up against provisions in the existing Memorandum and Articles of Association)	Provision in the new Memorandum and Articles of Association (changes marked-up against provisions in the existing Memorandum and Articles of Association)
Memorandum of Association
Heading			THE COMPANIESACT ~~LAW~~ ~~(~~AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Wealth Glory Holdings Limited 富譽控股有限公司 (adopted by a special resolution passed on 29 September, 2023)			~~LAW~~

2.	The Registered Office of the Companyis situate~~d~~ ~~shall be~~ at the offices of~~Codan~~ Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands or at such other place in the Cayman Islands as the Directors may from time to time decide .				is situate~~d~~
4.	Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by~~Section 27(2) of~~ ~~t~~heCayman Islands Companies~~Law~~ ~~A~~ct (as Revised) .
8.	Theauthorised share capital of the Company is HK$ of 4,166,666,667 ordinary ~~divided into 1,000,000,000~~ HK$0.02~~4~~ ~~0.01~~ each.						100,000,00	0 ~~10,000,000~~ consisting ~~nominal or~~ par value of
							shares of a
				~~ve nto ,,,~~
		~~0.01~~ each.

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9.	The Company may exercise the power contained in theCayman Islands Companies ~~Law~~ ~~A~~ct (as Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.	The Company may exercise the power contained in theCayman Islands Companies ~~Law~~ ~~A~~ct (as Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.	The Company may exercise the power contained in theCayman Islands Companies ~~Law~~ ~~A~~ct (as Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.	The Company may exercise the power contained in theCayman Islands Companies ~~Law~~ ~~A~~ct (as Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.	The Company may exercise the power contained in theCayman Islands Companies ~~Law~~ ~~A~~ct (as Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.	The Company may exercise the power contained in theCayman Islands Companies ~~Law~~ ~~A~~ct (as Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.
Articles of Association
Cover Page		The CompaniesAc~~t~~ ~~Law~~ (as Revised) Exempted Company Limited by Shares AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Wealth Glory Holdings Limited 富譽控股有限公司 ~~(Conditionally~~ adopted by a special resolution ~~pursuant to written resolutions~~ ~~p~~assed on2~~9~~ ~~26~~ September,202~~3~~ ~~2010 to take effect on 14 October, 2010~~ ~~)~~
				202~~3~~

Table of Contents	Financial Year . . . . . . . . . . . .			. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . 167

1.	The regulations in Table A in apply to the Company.			the Schedule to the CompaniesAc		~~t~~ ~~Law~~ (as Revised) do not
2.	(1)		In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column. WORD MEANING “Articles” these Articles of Association in their present form or as supplemented or amended or substituted from time to time. “Board~~” or “Directors”~~ the board ofDirector~~s~~ ~~directors of the Company or the~~ ~~directors~~ as constituted from time to time or as context may require, a majority of Directors presentand voting at a meeting ofDirector~~s~~ ~~directors of the Company~~ at which a quorum is present.

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PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION


		“Companies Act” “Companies Ordinance” “Director” “dollars” and “HK $” ~~“Law”~~ “Member” “Office” “ordinary resolution” “special resolution”	the Companies Act (As Revised) of the Cayman Islands as amended from time to time. the Companies Ordinance, (Cap. 622 of the Laws of Hong Kong) as amended from time to time. such person or persons as shall be appointed to the Board from time to time. Hong Kong dollars, thelawfu~~l~~ ~~legal~~ currencyfor the time being of Hong Kong. ~~The Companies Law, Cap. 22 (Law 3 of 1961, as~~ ~~consolidated and revised) of the Cayman Islands.~~ aperson who is duly registeredin the Register as holder for th~~e~~ ~~from~~ time~~to time~~ being ofan~~y~~ ~~the~~ shares in the capital of the Companyand includes persons who are jointly so registered. the registered office of the Company for the time beingas required by the Companies Act . a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meetingheld in accordance with these Articles of which Notice has been duly given in accordance with Article 59. a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting~~of which Notice~~ ~~h~~eld in accordance with these Articles and of which Notice specifying the intention to propose the resolution as a special resolution has been duly given in accordance with Article 59.

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APPENDIX III

		“Statutes”	“Statutes”
	(2)	(i)	Section~~s~~
3.	(1)	Theauthorised share capital of the Company at the dateof adoption of ~~on which~~ these Articles~~come into effect shall be divided into~~ is HK$100,000,000 consisting of 4,166,666,667 ordinary shares of a par value of$0.02~~4~~ ~~0.01~~ each.
	(2)	Subject to theCompanies Ac~~t~~ ~~Law~~ ~~,~~the Company’s Memorandum and Articles of Association and, where applicable, the rules of any Designated Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of theCompanies Ac~~t~~ ~~Law~~ . The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with theCompanies Ac~~t~~ ~~Law~~ ~~.~~
4.	The Company may from time to time by ordinary resolution in accordance with the Companies Ac~~t~~ ~~Law~~ alter the conditions of its Memorandum of Association to:

	(d)	sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s Memorandum of Association (subject, nevertheless, to the Companies Ac~~t~~ ~~Law~~ ), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;
6.	The Company may from time to time by special resolution, subject to any confirmation or consent required by theCompanies Act ~~Law~~ ~~,~~reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law.

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8.	(1)	Subject to the provisions of theCompanies Act ~~Law~~ and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine.
	(2)	Subject to the provisions of theCompanies Act ~~Law~~ , the rules of any Designated Stock Exchange and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.
10.	Subject to theCompanies Act ~~Law~~ and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated~~either~~ ~~with the consent in writing of the holders of not less than three-fourths in nominal value~~ ~~of the issued shares of that class or~~ with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:
	(a)	the necessary quorum (other than at an adjourned meeting) shall benot less than two Members present in person ~~persons~~ (or, in the case of a Member being a corporation, by its duly authorized representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, twoMember~~s~~ ~~holders~~ present in person or (in the case of a Member being a corporation), by its duly authorized representative or by proxy (whatever the number of shares held by them) shall be a quorum; and
	(b)	every holder of shares of the classpresent in person (or in the case of the Member being a corporation, by its duly authorised representative) or by proxy shall be entitled on a poll to one vote for every such share held by him.

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APPENDIX III

12.	(1)	Subject to theCompanies Ac~~t~~ ~~Law~~ ~~,~~these Articles, any direction that may be given by the Company in general meeting and, where applicable, the rules of any Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever.
13.	The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by theCompanies Ac~~t~~ ~~Law~~ . Subject to theCompanies Ac~~t~~ ~~Law~~ ~~,~~the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.
15.	Subject to theCompanies Ac~~t~~ ~~Law~~ and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.
19.	Share certificates shall be issued within the relevant time limit as prescribed by the Companies Act ~~Law~~ or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

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APPENDIX III

44.	The Register and branch register of Members, as the case may beand except when they are closed ,shall be open to inspection for at least two (2) hours on every business day by Members without charge or by any other person, upon a maximum payment of HK $2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with theCompanies Act ~~Law~~ or, if appropriate, upon a maximum payment ofHK $1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.The Company may close the Register maintained in Hong Kong in a manner which complies with section 632 of the Companies Ordinance.	The Register and branch register of Members, as the case may beand except when they are closed ,shall be open to inspection for at least two (2) hours on every business day by Members without charge or by any other person, upon a maximum payment of HK $2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with theCompanies Act ~~Law~~ or, if appropriate, upon a maximum payment ofHK $1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.The Company may close the Register maintained in Hong Kong in a manner which complies with section 632 of the Companies Ordinance.
48.	(3)	The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, theMembe~~r~~ ~~shareholder~~ requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.
	(4)	Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with theCompanies Ac~~t~~ ~~Law~~ ~~.~~
49.	(c)	the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with theCompanies Act ~~Law~~ or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

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APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

56.	Th

57.	Al~~l~~
58.	The Board may, whenever it thinks fit~~call~~ ~~,~~convene an extraordinary generalmeetin~~g~~ ~~meetings~~ ~~.~~An extraordinary general meeting shall also be convened on the requisition of any ~~Any~~ one or more Members holding~~at~~ ~~,~~on the date of deposit of the requisition, a minority stake in the total number of issued shares of the Company, and the minimum stake required to do this shall notbe less than~~one-tenth of the paid up~~ ten per cent. (10%) of the voting rights in the issued share capital of the Compan~~y carrying~~ . Such Member(s) shall also be entitled to add resolutions to the~~right of voting at~~ agenda for the extraordinary general ~~meetings of the Company shall at all times have the right, by written~~ meeting so concerned. Such requisitionshall be made in writing to the Board or the Secretary of the Company, for the purpose of requirin~~g~~ ~~to require~~ ~~a~~n extraordinary general meeting to be called by the Board for the transaction of any businessor resolution specified in such requisition~~; and~~ ~~such~~ ~~.~~Such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit, the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

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APPENDIX III

59.	(1)	An annual general meeting of the Company shall be called by Notice of not less than twenty-one (21) clear day~~s and not less than twenty (20) clear business days~~ ~~and any extraordinary general meeting at which the passing of a special resolution~~ ~~is to be considered shall be called by Notice of not less than twenty-one (21) clear~~ ~~days and not less than ten (10) clear business days~~ ~~.~~All~~other extraordinary~~ ~~g~~eneral meetings, other than an annual general meeting, shall ~~may~~ be called by Notice of not less than fourteen (14) clear days~~and not less than ten (10) clear business days~~ but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to theCompanies Ac~~t~~ ~~Law~~ ~~,~~if it is so agreed:	An annual general meeting of the Company shall be called by Notice of not less than twenty-one (21) clear day~~s and not less than twenty (20) clear business days~~ ~~and any extraordinary general meeting at which the passing of a special resolution~~ ~~is to be considered shall be called by Notice of not less than twenty-one (21) clear~~ ~~days and not less than ten (10) clear business days~~ ~~.~~All~~other extraordinary~~ ~~g~~eneral meetings, other than an annual general meeting, shall ~~may~~ be called by Notice of not less than fourteen (14) clear days~~and not less than ten (10) clear business days~~ but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to theCompanies Ac~~t~~ ~~Law~~ ~~,~~if it is so agreed:	An annual general meeting of the Company shall be called by Notice of not less than twenty-one (21) clear day~~s and not less than twenty (20) clear business days~~ ~~and any extraordinary general meeting at which the passing of a special resolution~~ ~~is to be considered shall be called by Notice of not less than twenty-one (21) clear~~ ~~days and not less than ten (10) clear business days~~ ~~.~~All~~other extraordinary~~ ~~g~~eneral meetings, other than an annual general meeting, shall ~~may~~ be called by Notice of not less than fourteen (14) clear days~~and not less than ten (10) clear business days~~ but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to theCompanies Ac~~t~~ ~~Law~~ ~~,~~if it is so agreed:
		(a)		in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat or their proxies ; and
		(b)		in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%)of the total voting rights at the meeting of all the Member~~s~~ ~~in nominal value of the issued shares giving~~ ~~that right~~ ~~.~~
	(2)	TheNotic~~e~~ ~~notice~~ shallbe exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the~~time and~~ ~~p~~lace, the day, the hour and the agenda of the meeting and particulars of resolutions to be considered attha~~t~~ ~~the~~ meeting and, in case of special business(as defined in Article 61) ,the general nature oftha~~t~~ ~~the~~ business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.	Notic
60.	The accidental omission to give Notice of a meeting or (in cases where instruments of proxyor notice of appointment of corporate representative are sent out with the Notice) to send such instrument of proxyor notice of appointment of corporate representative to, or the non-receipt of such Notice or such instrument of proxyor notice of appointment of corporate representative by, any person entitled to receive such Noticeof the relevant meeting shall not invalidate any resolution passed orany ~~the~~ proceedings atsuch ~~that~~ meeting.

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PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

61.	(1)	All business shall be deemed special that is transacted at an extraordinary general meeting, and also all businessshall be deemed special that is transacted at an annual general meeting, with the exception ofthe following, which shall be deemed ordinary business :	All business shall be deemed special that is transacted at an extraordinary general meeting, and also all businessshall be deemed special that is transacted at an annual general meeting, with the exception ofthe following, which shall be deemed ordinary business :	All business shall be deemed special that is transacted at an extraordinary general meeting, and also all businessshall be deemed special that is transacted at an annual general meeting, with the exception ofthe following, which shall be deemed ordinary business :	All business shall be deemed special that is transacted at an extraordinary general meeting, and also all businessshall be deemed special that is transacted at an annual general meeting, with the exception ofthe following, which shall be deemed ordinary business :	All business shall be deemed special that is transacted at an extraordinary general meeting, and also all businessshall be deemed special that is transacted at an annual general meeting, with the exception ofthe following, which shall be deemed ordinary business :	All business shall be deemed special that is transacted at an extraordinary general meeting, and also all businessshall be deemed special that is transacted at an annual general meeting, with the exception ofthe following, which shall be deemed ordinary business :
		(b)	the consideration and adoption of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet;
		(d)	the appointment ~~intention for such~~		and removal of Auditors ~~i i id~~	~~(where special notice of the~~ ~~by the Law)~~ and other officers;
				~~or suc~~	~~appontment s not requre~~
		(e)	the fixing, or the determining of the method of fixing, of the remuneration of the~~Auditors, and the voting of remuneration or extra remuneration to the~~ Directorsand the Auditors ;	, or the	determining of the method
		(f)	the granting of any mandate or authority to theBoard ~~Directors~~ to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than twenty per cent. (20%)(or such other percentage as may from time to time be specified in the rules of the Designated Stock Exchange) in nominal value of its existing issued share capitaland the number of any securities repurchased pursuant to paragraph (g) of this Article ; and

		(g)	the granting of any mandate or authority to the securities of the Company.			Board	~~Directors~~ to repurchase
68.	On a poll, votes may be given either personally or by proxy.
70.	All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by theCompanies Ac~~t~~ ~~Law~~ ~~.~~In the case of an equality of votes, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.
73.	(2)	Members have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a Member is required, by the rules of the Designated Stock Exchange, to abstain from voting to approve the matter under consideration. Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

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APPENDIX III

75.	Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more sharesof the Company may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member.On a poll or a show of hands votes may be given either personally (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exerciseif he was or they were an individual Member .	Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more sharesof the Company may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member.On a poll or a show of hands votes may be given either personally (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exerciseif he was or they were an individual Member .
76.	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other personduly authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
81.	(1)	Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled tovote and to exercise the samerights and powers on behalf o~~f such corporation as~~ the corporationwhich he represents as that corporation could exercise if itwas ~~were~~ a Member who is an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.
	(2)	If a clearing house (or its nominee(s)), being a corporation, is a Member, it may appoint one or more proxies or authorise suchperson or persons as it thinks fit to act as itsrepresentative or representatives at any meeting of the Compan~~y or~~ ~~at~~ , any meeting of any class of Membersor any meeting of creditors, and each of those proxies or representatives shall enjoy rights equivalent to the rights of other Members, provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised.~~A~~ ~~Each~~ person so authorisedpursuant to ~~under~~ the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)), as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)), including the right to vote and the right to speak .

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APPENDIX III

83.	(2)	Subject to resolution Board, or a	Subject to resolution Board, or a
	(3)	TheBoard ~~Directors~~ shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an additional Directo~~r~~ ~~addition~~ to the existing Boardbut so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the Members in general meeting .Any Director appointed by the Board to fill a casual vacancy~~shall hold office until the first general meeting of Members~~ ~~after his appointment and be subject to re-election at such meeting and any Director~~ ~~appointed by~~ on the Boardor as anadditional Director ~~addition~~ to the existing Board shall hold office only until thefirs~~t~~ ~~next following~~ annual general meeting of the Company after his appointment and shall then be eligible for re-election.	Board
	(5)	The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution removean~~y~~ ~~a~~ Director(including a managing director or other executive director) at any time before the expiration of hister~~m~~ ~~period~~ of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claimwhich such Director may have for damagesfor any breach of any contract between the Company and ~~under any~~ suchDirecto~~r~~ ~~agreement~~ )and may by ordinary resolution elect another person in his stead. Any Director so appointed shall be subject to retirement by rotation pursuant to Article 84 .
		subject to retirement by rotation pursuant to Article 84 .
90.	An alternate Director shall only be a Director for the purposes of theCompanies Act ~~Law~~ and shall only be subject to the provisions of theCompanies Act ~~Law~~ insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

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APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

98.	Subject to theCompanies Act ~~Law~~ and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein.	Subject to theCompanies Act ~~Law~~ and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein.	Subject to theCompanies Act ~~Law~~ and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein.
101.	(3)	(c)	to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of theCompanies Act ~~Law~~ ~~.~~
	(4)	Except as would, if the Company were a company incorporated in Hong Kong, be permitted by~~Section 157H of~~ ~~t~~he Companies Ordinance~~(Chapter 32 of the Laws~~ ~~of Hong Kong) as in force at the date of adoption of these Articles~~ ~~,~~and except as permitted under theCompanies Act ~~Law~~ ~~,~~the Company shall not directly or indirectly:
103.	The Board may by power of attorney appoint under the Seal any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Sea~~l of~~ ~~the Company~~ ~~,~~execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.
107.	The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to theCompanies Ac~~t~~ ~~Law~~ , to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
110.	(2)	The Board shall cause a proper register to be kept, in accordance with the provisions of theCompanies Act ~~Law~~ , of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of theCompanies Act ~~Law~~ in regard to the registration of charges and debentures therein specified and otherwise.

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APPENDIX III

PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

124.	(1)	The officers of the Company shall consist of a chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of theCompanies Ac~~t~~ ~~Law~~ and these Articles.
125.	(2)	The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by theCompanies Ac~~t~~ ~~Law~~ or these Articles or as may be prescribed by the Board.
127.	A provision of theCompanies Ac~~t~~ ~~Law~~ or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.
128.	The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by theCompanies Ac~~t~~ ~~Law~~ or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by theCompanies Ac~~t~~ ~~Law~~ ~~.~~
130.	(1)	he Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Sea~~l~~ ~~of the Company~~ with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given.
133.	Subject to theCompanies Act ~~Law~~ , the Company in general meeting may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board.

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APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

134.	Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with theCompanies Ac~~t~~ ~~Law~~ ~~.~~	Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with theCompanies Ac~~t~~ ~~Law~~ ~~.~~	Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with theCompanies Ac~~t~~ ~~Law~~ ~~.~~	Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with theCompanies Ac~~t~~ ~~Law~~ ~~.~~
142.	(3)	The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right toMember~~s~~ ~~shareholders~~ to elect to receive such dividend in cash in lieu of such allotment.
	(4)	The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article shall not be made available or made to anyMember~~s~~ ~~shareholders~~ with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.
143.	(1)	The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by theCompanies Ac~~t~~ ~~Law~~ ~~.~~The Company shall at all times comply with the provisions of theCompanies Ac~~t~~ ~~Law~~ in relation to the share premium account.
			the

146.	The following provisions shall have effect to the extent that they ar are in compliance with theCompanies Ac~~t~~ ~~Law~~ ~~:~~			e not prohibited by and
	(4)	A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders andMember~~s~~ ~~shareholders~~ .

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APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

147.	The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by theCompanies Ac~~t~~ ~~Law~~ or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.	The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by theCompanies Ac~~t~~ ~~Law~~ or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.	The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by theCompanies Ac~~t~~ ~~Law~~ or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.	The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by theCompanies Ac~~t~~ ~~Law~~ or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.
152.	(1)	The Members shall a~~t~~ ~~At the annual~~ general meetingby ordinary resolution ~~or at a~~ ~~subsequent extraordinary general meeting in each year, the Members shall~~ appoint anAuditor ~~auditor~~ to audit the accounts of the Company and~~such auditor shall~~ hold office until theconclusion of the next annual general meetingon such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed . SuchAudito~~r~~ ~~auditor~~ may be a Member but no Director or officer or employee of the Company, or employee of any Director, shall, during his continuance in office, be eligible to act as anAudito~~r~~ ~~auditor of the Company~~ .
	(2)	The Members may, at any general meeting convened and held in accordance with these Articles, byordinar~~y~~ ~~special~~ resolution, remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder ofsuc~~h~~ ~~his~~ term.
153.	Subject to theCompanies Ac once in every year.		Companies Ac	~~t~~ ~~Law~~ the accounts of the Company shall be audited at least
154.	The remuneration of the Auditor shall be fixed by the Company in general meetingby ordinary resolution or in such manner as the Members may determine.
155.	If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall~~fill the vacancy and fix the remuneration of~~ ~~the Auditor so appointed~~ ~~a~~ny casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. The remuneration of the Auditor so appointed under this Article may be fixed by the Board. Subject to Article 152(2), an Auditor appointed under this Article shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by the Members at such remuneration to be determined by the Members under Article 154 .
162.	(1)	Subject to Article 162(2), th~~e~~ ~~The~~ Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.
	(2)	Subject to the Companies Act,~~a~~ ~~A~~ resolution that the Company be wound up by the court or be wound up voluntarily shall bepassed by way of a special resolution.

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PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

163.	(2)	If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by theCompanies Ac~~t~~ ~~Law~~ , divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
165.	No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution of the Members shall be required toapprove amendments to ~~alter the provisions of~~ the memorandum of association of the Company or to change the name of the Company.
166.	No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of theMember~~s~~ ~~members of the Company~~ to communicate to the public.
		FINANCIAL YEAR
167.	The Directors shall determine the financial year of the Company and may change it from time to time. Unless they determine otherwise, the financial year end of the Company shall be on 31st day of March in each calendar year.

– 29 –

NOTICE OF ANNUAL GENERAL MEETING

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8269)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Wealth Glory Holdings Limited (the ‘‘Company’’) will be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on 29 September 2023 at 11 a.m. for the following purposes:–

to receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the ‘‘Directors’’) and external auditor (‘‘Auditor’’) for the year ended 31 March 2023.
(a) to re-elect Ms. Lin Su as Executive Director;
(b) to re-elect Mr. Chan Ka Hung as Independent Non-Executive Director; and
(c) to authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.
to re-appoint Messrs Elite Partners CPA Limited as Auditor and to authorise the Board to fix their remuneration.
as special business, to consider and, if thought fit, passing the following resolutions (the ‘‘Resolution(s)’’) as ordinary Resolutions with or without amendments:
A. ‘‘THAT:
- (I) subject to paragraph (III) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprises Market (the ‘‘GEM Listing Rules’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the unissued shares of the Company (each a ‘‘Share’’) of HK$0.024 each in the share capital of the Company and to make or grant offers, agreements, options, warrants and other securities to subscribe for or convertible into Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

(II) the approval in paragraph (I) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options, warrants and other securities to subscribe for or convertible into Shares which might require the exercise of such powers after the end of the Relevant Period;
(III) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (I) above, otherwise than pursuant to
(i) a Rights Issue (as defined below); or
(ii) the exercise of any options granted under the share option scheme of the Company; or
(iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or
(iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, according to rule 17.41(2) of the GEM Listing Rules, shall not exceed the aggregate of:
- (a) 20% of the number of issued Shares on the date of the passing of this Resolution; and
- (b) (if the Directors are so authorised by a separate ordinary Resolution of the shareholders of the Company) the number of Shares repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the number of issued Shares on the date of the passing of that Resolution), and the authority pursuant to paragraph (I) of this Resolution shall be limited accordingly; and

– 31 –

NOTICE OF ANNUAL GENERAL MEETING

(IV) for the purpose of this Resolution:–

‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the passing of an ordinary Resolution by the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this Resolution;

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the Shareholders or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong).’’

B. ‘‘THAT:

(I) subject to paragraph (II) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ‘‘SFC’’) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the GEM Listing Rules and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

(II) the aggregate number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (I) during the Relevant Period (as defined below) shall not exceed 10% of the number of issued Shares as at the date of the passing of this Resolution according to rule 13.09(1) of the GEM Listing Rules and the authority pursuant to paragraph (I) of this Resolution shall be limited accordingly; and
(III) for the purposes of this Resolution:–

‘‘Relevant Period’’ means the period from the passing of this Resolution until whichever is the earlier of:

  - (i) the conclusion of the next annual general meeting of the Company;

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association or any applicable laws to be held; and

  - (iii) the passing of an ordinary Resolution by the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this Resolution.’’

C. ‘‘THAT conditional upon the passing of resolutions numbered 4A and 4B as set out in the notice convening the meeting of which this resolution forms part, the general mandate granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares pursuant to the said resolution numbered 4A be and is hereby extended by the addition thereto of an amount representing the number of Shares repurchased by the Company under the authority granted pursuant to the said resolution numbered 4B, provided that such amount shall not exceed 10% of the number of issued Shares as at the date of passing of the said resolution numbered 4B.’’
To consider as special business and, if thought fit, pass the following resolution as a special resolution:

‘‘THAT:

(i) the proposed amendments to the existing memorandum and articles of association of the Company (the ‘‘Proposed Amendments’’) be and are hereby approved;

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NOTICE OF ANNUAL GENERAL MEETING

(ii) the amended and restated memorandum and articles of association of the Company (the ‘‘New Memorandum and Articles of Association’’), which incorporate all of the Proposed Amendments, a copy of which has been produced to this meeting and marked ‘‘A’’, and initialed by the chairman of the meeting for the purposes of identification, be and is hereby approved and adopted as the memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company with immediate effect; and
(iii) any one of the Directors and Company Secretary of the Company be and is hereby authorised and instructed to do all such acts and things as may be necessary or expedient in order to effect and implement the adoption of the New Memorandum and Articles of Association and to make such filing in Hong Kong that is necessary in connection with this resolution, and the Company’s registered office provider be and is hereby authorised and instructed to make such filing with the Registrar of Companies in the Cayman Islands that is necessary in connection with this resolution.’’

Yours faithfully For and on behalf of the Board of Wealth Glory Holdings Limited Lin Su Executive Director

Hong Kong, 31 August 2023
Registered office:	Principal place of business in
Cricket Square, Hutchins Drive	Hong Kong:
P.O. Box 2681 Grand Cayman	Room 1104, Crawford House
KY1-1111 Cayman Islands	70 Queen’s Road Central
	Central, Hong Kong

As at the date of this notice, the Board comprises four Directors, including one executive Directors, namely Ms. Lin Su and three independent non-executive Directors, namely Mr. Chan Ka Hung, Mr. Tam Chak Chi and Mr. Liu Yongsheng.

This notice, 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 notice 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 notice misleading.

This notice will remain on the 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.wealthglory.com.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.
A form of proxy for use at the annual general meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong at least 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof.
The register of members of the Company will be closed from Monday, 25 September 2023 to Friday, 29 September 2023, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong no later than 4:30 p.m. on Friday, 22 September 2023.
In relation to the proposed Resolutions no. 4A and 4C above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by the shareholders of the Company.
In relation to the proposed Resolution no. 4B above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed Resolution as required by the GEM Listing Rules is set out in the accompanying document.
Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the meeting or any adjournment thereof if the member so desires and in such event, the instrument appointing the proxy shall be deemed to be revoked.
In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 12:00 noon on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the websites of the Company at www.wealthglory.com and the GEM at www.hkgem.com to notify Shareholders of the date, time and place of the rescheduled meeting.
Any voting at the meeting shall be taken by poll.

– 35 –

AI assistant

Go Up Education Technology Limited — Proxy Solicitation & Information Statement 2023

51358_rns_2023-08-31_fa98bf44-7948-4f9c-94db-65d1f841decd.pdf

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; (3) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION;

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

CHARACTERISTICS OF GEM

CONTENTS

DEFINITIONS

DEFINITIONS

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

GENERAL MANDATE

REPURCHASE MANDATE

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

RESPONSIBILITY STATEMENT

LETTER FROM THE BOARD

RECOMMENDATION

GENERAL

MISCELLANEOUS

1. REPURCHASE OF SECURITIES FROM CORE CONNECTED PARTIES

2. NUMBER OF SHARES WHICH MAY BE REPURCHASED

3. REASONS FOR REPURCHASE OF SHARES

4. FUNDING OF REPURCHASES

5. GENERAL

6. SHARE PRICES

7. DIRECTORS’ UNDERTAKING

8. DISCLOSURE OF INTERESTS AND DIRECTORS’ UNDERTAKING

9. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

10. SHARE REPURCHASED MADE BY THE COMPANY

(1) Ms. Lin Su (‘‘Ms. Lin’’)

Executive Director

(2) Mr. Chan Ka Hung (‘‘Mr. Chan’’)

Independent Non-Executive Director

PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

PARTICULARS OF PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

B. ‘‘THAT:

NOTICE OF ANNUAL GENERAL MEETING

‘‘THAT:

NOTICE OF ANNUAL GENERAL MEETING

Yours faithfully For and on behalf of the Board of Wealth Glory Holdings Limited Lin Su Executive Director

NOTICE OF ANNUAL GENERAL MEETING

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