Grandshores Technology Group Limited — Proxy Solicitation & Information Statement 2019

Jul 31, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

Grandshores Technology Group Limited 雄岸科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1647)

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

(2) PROPOSED RE-ELECTION OF DIRECTORS;

AND

(3) NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 10:00 a.m. on Thursday, 29 August 2019, at Room 3, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages 18 to 22 of this circular. A form of proxy for use at the annual general meeting of the Company is also enclosed with this circular.

Whether or not you are able to attend the annual general meeting of the Company, please complete and sign the accompanying form of proxy in accordance with the instructions printed on it and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Rood East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting of the Company or any adjournment of such meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting of the Company or any adjournment of such meeting if you so wish.

31 July 2019

CONTENTS

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed granting of the General Mandate and the Repurchase	4
	Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	AGM and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	— Explanatory statement of the Repurchase Mandate. . . . . .	8
Appendix II	— Details of the Directors proposed to be re-elected at the AGM. . . .	13
Notice of the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18

— i —

DEFINITIONS

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

• “acting in concert”

• has the same meaning ascribed to it under the Takeovers Code

• “AGM”

the annual general meeting of the Company to be held at 10:00 a.m. on Thursday, 29 August 2019 at Room 3, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong, or any adjournment of such meeting

• “Articles”

• the articles of association of the Company, as amended from time to time

• “Board”

• the board of Directors

• “Company”

Grandshores Technology Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1647)

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

• “General Mandate”

a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof

• “Group” the Company and its subsidiaries

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• 24 July 2019, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

— 1 —

DEFINITIONS

“Morgan Hill” Morgan Hill Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, which owns approximately 40.79% of the issued share capital of the Company as at the Latest Practicable Date

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

• “Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the AGM

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the issued Shares “Singapore” the Republic of Singapore “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “S$” Singapore dollars, the lawful currency of Singapore “%” per cent.

— 2 —

LETTER FROM THE BOARD

Grandshores Technology Group Limited 雄岸科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1647)

Executive Directors:

Mr. Yao Yongjie (Co-Chairman) Mr. Zou Chendong (Co-Chairman)

Non-executive Directors:

Mr. Chua Seng Hai Ms. Lu Xuwen

Independent non-executive Directors:

Mr. Chu Chung Yue, Howard Mr. Zhang Weining Mr. Yu Wenzhuo

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

Principal place of business in Hong Kong: Unit 3709, 37/F, Tower 2, Lippo Centre 89 Queensway, Admiralty, Hong Kong

31 July 2019

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of the ordinary resolutions to be proposed at the AGM for, among other matters, (i) the granting of the General Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; and (iii) the re-election of Directors.

— 3 —

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE GENERAL MANDATE AND THE REPURCHASE MANDATE

GENERAL MANDATE TO ISSUE NEW SHARES

The Directors consider that it is in the best interests of the Company and its Shareholders to grant the General Mandate to the Directors to enhance the flexibility of any possible fund raising or acquisition. At the AGM, an ordinary resolution will be proposed to approve the General Mandate for the Directors to allot, issue and otherwise deal with new Shares not exceeding in aggregate 20% of the nominal amount of the share capital of the Company in issue at the date of passing such resolution. As at the Latest Practicable Date, the number of shares in issue were 1,031,905,000. Assuming no further shares will be issued before the date of the AGM, the Directors would be granted a General Mandate to issue up to 206,381,000 Shares.

The General Mandate, if granted, will continue in force until (a) the conclusion of the next annual general meeting of the Company after the AGM; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed to the Shareholders to grant to the Directors to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the AGM. Assuming no further shares will be issued before the date of the AGM, the Directors would be granted a Repurchase Mandate to repurchase up to 103,190,500 Shares.

If the resolution for the Repurchase Mandate is passed at the AGM, the Repurchase Mandate would continue in force until (a) the conclusion of the next annual general meeting of the Company after the AGM; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

An explanatory statement to provide the Shareholders with all the information reasonably necessary for them to make an informed decision in relation to the proposed resolution as required by the Listing Rules concerning the regulation of purchase by companies of their own shares on the Stock Exchange is set out in the Appendix I to this circular.

— 4 —

LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Article 83(3), the 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 addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

In accordance with Article 83(3), Mr. Zou Chendong and Ms. Lu Xuwen will hold office until the AGM and, being eligible, offer themselves for re-election as executive/non-executive Director (as the case may be) at the AGM.

Pursuant to Article 84(1), at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at the AGM at least once every three years.

In accordance with Article 84(1), Mr. Yao Yongjie and Mr. Chua Seng Hai shall retire from office by rotation at the AGM. Being eligible, Mr. Yao Yongjie and Mr. Chua Seng Hai will offer themselves for re-election as executive/non-executive Director (as the case may be) at the AGM.

4. CLOSURE OF REGISTER OF MEMBERS

The AGM will be held on Thursday, 29 August 2019. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 26 August 2019 to Thursday, 29 August 2019 (both dates inclusive) during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the AGM, unregistered holders of the Shares should ensure that all share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Rood East, Hong Kong for registration not later than 4:30 p.m. on Friday, 23 August 2019.

— 5 —

LETTER FROM THE BOARD

5. AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 18 to 22 of this circular. At the AGM, resolutions will be proposed to approve, among others, the granting of the General Mandate and the Repurchase Mandate, the extension of the General Mandate by adding to it the number of Shares repurchased pursuant to the Repurchase Mandate and the re-election of Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and the form of proxy is also published on the websites of the Stock Exchange and the Company, respectively. Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed on it and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Rood East, Hong Kong, not less than 48 hours before the time of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment of such meeting if you so wish and in such event, your proxy form shall be deemed to be revoked.

6. RECOMMENDATION

The Board considers that the granting of the General Mandate and the Repurchase Mandate, and the re-election of Directors, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

— 6 —

LETTER FROM THE BOARD

7. 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 any resolution to be proposed at the AGM. Your attention is also drawn to the additional information set out in the Appendices to this circular.

8. MISCELLANEOUS

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

Yours faithfully,

On behalf of the Board

Grandshores Technology Group Limited

Yao Yongjie

Co-Chairman and Executive Director

— 7 —

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

APPENDIX I

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders.

Repurchases of Shares may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net asset value per Share or earnings per Share, or both. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,031,905,000 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the existing issued share capital of the Company remains unchanged as at the date of the AGM, that is, 1,031,905,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 103,190,500 Shares, representing 10% of the total number of issued Shares as at the date of the AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purposes in accordance with the Company’s memorandum of association, the Articles, the laws of Cayman Islands and/or any other applicable laws, as the case may be.

— 8 —

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

APPENDIX I

4. IMPACT OF REPURCHASES

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 2019) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend 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 the gearing levels which in the opinion of the Directors are from time to time befitting the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a 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 for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, the following Shareholders are interested in more than 10% of the Shares then in issue and in the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the percentage interest in the Shares:

						Approx.
						percentage of
						shareholding
						upon full
						exercise
					Approx.	of the
				Number of	percentage of	Repurchase
Name		Type of interests	Position	Shares	shareholding	Mandate
Morgan Hill	(Note 1)	Beneficial owner	Long	420,960,000	40.79%	45.33%
Great Scenery Ventures		Interest of controlled	Long	420,960,000	40.79%	45.33%
Limited (“Great Scenery”)		corporation
(Note 1)

— 9 —

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

APPENDIX I

						Approx.
						percentage of
						shareholding
						upon full
						exercise
					Approx.	of the
				Number of	percentage of	Repurchase
Name		Type of interests	Position	Shares	shareholding	Mandate
Emperor Grand International		Interest of controlled	Long	420,960,000	40.79%	45.33%
Limited (“Emperor		corporation
Grand”) (Note 1)
Mr. Yao Yongjie		Interest of controlled	Long	420,960,000	40.79%	45.33%
(“Mr. Yao”) (Note 1)		corporation
Mr. Zhu Guangping		Interest of controlled	Long	420,960,000	40.79%	45.33%
(“Mr. Zhu”) (Note 1)		corporation
Trinity Gate Limited		Beneficial owner	Long	109,740,000	10.63%	11.82%
(“Trinity Gate”) (Note	2)
Timeness Vision Limited		Interest of controlled	Long	109,740,000	10.63%	11.82%
(“Timeness Vision”)	(Note 2)	corporation
Mr. Teng Rongsong		Interest of controlled	Long	109,740,000	10.63%	11.82%
(“Mr. Teng”) (Note 2)		corporation

Notes:

• (1) As at the Latest Practicable Date, Morgan Hill is owned as to 51% by Great Scenery and 49% by Emperor Grand. Mr. Yao is the sole ultimate beneficial owner and director of Great Scenery, and Mr. Zhu is the sole ultimate beneficial owner and director of Emperor Grand.

As set out in the composite offer and response document dated 29 May 2018 issued by Morgan Hill and the Company (the “ Document ”), Trinity Gate is a party acting in concert with Morgan Hill relating to the mandatory unconditional cash offer made by Morgan Hill. Please refer to the Document for further details.

• (2) As at the Latest Practicable Date, Trinity Gate is wholly-owned by Timeness Vision, which in return is wholly-owned by Mr. Teng.

— 10 —

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

APPENDIX I

On the basis of the current shareholdings of the above Shareholders, an exercise of the Repurchase Mandate in full will not result in any party becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Moreover, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

In addition, the Directors do not have any intention to exercise the proposed Repurchase Mandate to the effect that it will result in the public float to fall below the percentage as required under the Listing Rules or such other minimum percentage agreed by the Stock Exchange from time to time.

6. REPURCHASES OF SHARES MADE BY THE COMPANY

	No. of Shares	Highest price	Lowest price
Date of Repurchase	repurchased	paid per Share	paid per Share
		HK$	HK$
18 February 2019	340,000	0.86	0.83
22 February 2019	295,000	0.87	0.83
25 February 2019	5,000	0.80	0.80
8 March 2019	270,000	1.10	1.00
11 July 2019	830,000	0.60	0.58
12 July 2019	570,000	0.63	0.60

Save as disclosed, neither the Company nor any of its subsidiaries repurchased any of its Shares in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

7. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have any present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

— 11 —

APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make any repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

8. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2018
July	1.99	1.36
August	1.48	1.03
September	1.88	1.04
October	1.74	1.13
November	1.3	0.88
December	1.35	0.87
2019
January	0.94	0.81
February	0.93	0.79
March	1.68	0.85
April	1.99	0.89
May	1.34	0.92
June	0.96	0.67
July (up to the Latest Practicable Date)	0.74	0.53

— 12 —

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the AGM, are provided below.

(1) Mr. Yao Yongjie

Mr. Yao Yongjie (“ Mr. Yao ”), aged 48, was appointed as the executive Director on 30 May 2018. He is also a director of various subsidiaries of the Group. He is a member of the remuneration committee and the chairman of the nomination committee of the Company. He was appointed as the chairman of the Board on 30 June 2018 and was re-designated as the co-chairman on 4 March 2019. Mr. Yao graduated from Hunan University with a degree in architecture and was involved in a number of real estate projects. Mr. Yao is currently the chairman of a private equity investment company, Hangzhou Tunlan Investment Management Co., Ltd（杭州暾 瀾投資管理有限公司）(“ Hangzhou Tunlan ”), and the chairman of an investment holding company, Hangzhou Grand Shores Investment Management Co., Ltd（杭州 雄岸投資管理有限公司）, which will focus on blockchain and artificial intelligence related investments. Mr. Yao was an angel investor of Hangzhou Canaan Creative Information Technology Limited（杭州嘉楠耘智信息科技有限公司）(“ Hangzhou Canaan ”), which is principally engaged in research and development of integrated circuits. He is also the president of the Zhejiang Grand Shores Blockchain Industrial Development Institute. Mr. Yao is a famous investor in the blockchain industry and has successfully invested in a few world-leading blockchain companies, such as Hangzhou Canaan and has broad influence and appeal in the industry. In 2018, Mr. Yao is one of the founders of Grand Shores Global Blockchain Ten-Billion Innovation Fund. Mr. Yao is also an independent non-executive director of Han Tang International Holdings Limited (stock code: 1187) during July 2016 to October 2018, a company delisted from the Main Board of the Stock Exchange on 22 October 2018.

Mr. Yao has entered into a service contract with the Company which is not for a specific term but will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles. Mr. Yao’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and will be subject to review by the remuneration committee of the Company and the Board from time to time. For the year ended 31 March 2019, Mr. Yao received HK$976,877 (equivalent to approximately S$170,473) as remuneration.

As at the Latest Practicable Date, Morgan Hill is interested in 420,960,000 Shares, representing approximately 40.79% of the issued share capital of the Company. Great Scenery Ventures Limited, a company wholly and ultimately owned by Mr. Yao, owns 5,100 shares of Morgan Hill, representing 51% of the issued share capital of

— 13 —

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Morgan Hill. Mr. Yao is the sole director of Great Scenery Ventures Limited and one of the directors of Morgan Hill. Mr. Yao is deemed to be interested in 420,960,000 Shares and 5,100 shares of Morgan Hill within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Yao does not have, and is not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Ms. Lu Xuwen, a non-executive Director, she has been the board secretary of Hangzhou Tunlan.

Save as disclosed above, Mr. Yao does not hold any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications. Mr. Yao does not have any relationship with other Directors, senior management, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules).

Save as disclosed above, there is no further information relating to Mr. Yao that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter in relation to the reelection of Mr. Yao which needs to be brought to the attention of the Shareholders.

(2) Mr. Chua Seng Hai

Mr. Chua Seng Hai (“ Mr. Chua ”), aged 58, was appointed as the Director on 18 May 2016 and re-designated as the executive Director and appointed as the chairman of the Board on 5 July 2016. He was re-designated as the non-executive Director, and had resigned as the chairman of the Board and a member of the nomination committee of the Company on 30 June 2018. He also held directorships in various subsidiaries of the Group.

Mr. Chua has over 20 years of experience in the provision of integrated building services and in the building and construction industry in Singapore. Mr. Chua worked at JVL Engineering Pte Ltd as a manager from January 1999 to November 2005 and he was also a director of HAM Engineering Pte Ltd from March 1997 to November 2005.

— 14 —

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

He obtained the National Trade Certificate Grade 3 in Electrical Fitting & Installation (Industrial) (Practical and Theory Parts) and in Electrical Fitting & Installation (Domestic) (Practical and Theory Parts) from the Vocational and Industrial Training Board (currently known as The Institute of Technical Education) of Singapore in August 1979. He is registered with the Building and Construction Authority as a building construction safety supervisor. He is also a licensed electrician registered with the Energy Market Authority in Singapore.

Mr. Chua has entered into a service contract with the Company for a term of three years and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles. For the year ended 31 March 2019, Mr. Chua received S$1,560,000 (equivalent to approximately HK$8,939,424) as remuneration.

As at the Latest Practicable Date, Mr. Chua does not have, and is not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chua does not hold any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications. Mr. Chua is the spouse of Ms. Bek Poi Kiang, a member of the senior management of the Group. Save as disclosed, Mr. Chua does not have any relationship with other Directors, senior management, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules).

Save as disclosed above, there is no further information relating to Mr. Chua that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2) (h) to 13.51(2)(v) of the Listing Rules and there is no other matter in relation to the reelection of Mr. Chua which needs to be brought to the attention of the Shareholders.

(3) Mr. Zou Chendong

Mr. Zou Chendong (“ Mr. Zou ”), aged 50, was appointed as the executive Director and the co-chairman of the Board on 4 March 2019. He had studied in PLA Nanjing Political College （中國人民解放軍南京政治學院） and obtained a bachelor degree in arts. He has been a reporter of Tibet People’s Radio （西藏人民廣播電台）, Tibet Television （西藏電視台）, China Central Television （中國中央電視台） and China

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

National Radio （中國中央人民廣播電台）. He has also been a military reporter of Xinhua News Agency PLA Branch （新華社解放軍分社） stationed in Tibet and a news director of Shanghai Securities News （上海證券報）. Mr. Zou is a director of China Xinhua News Network Co., Limited （中國新華新聞電視網有限公司） since 2010. Mr. Zou was an executive director of CNC Holdings Limited (stock code: 8356), the shares of which are listed on the GEM of the Stock Exchange, from December 2011 to March 2018, during which he has also been the vice chairman (August 2014 to December 2017) and the chief executive officer (December 2011 to December 2017).

Mr. Zou has entered into a service contract with the Company which is not for a specific term but will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles. Mr. Zou’s remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and will be subject to review by the remuneration committee of the Company and the Board from time to time. For the year ended 31 March 2019, Mr. Zou received HK$56,451 (equivalent to approximately S$9,851) as remuneration.

As at the Latest Practicable Date, Mr. Zou has 10,320,000 Shares and has 10,000,000 share options of the Company. Mr. Zou is deemed to be interested in 20,320,000 Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Zou does not have, and is not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zou does not hold any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications. Mr. Zou does not have any relationship with other Directors, senior management, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules).

Save as disclosed above, there is no further information relating to Mr. Zou that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2) (h) to 13.51(2)(v) of the Listing Rules and there is no other matter in relation to the reelection of Mr. Zou which needs to be brought to the attention of the Shareholders.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

(4) Ms. Lu Xuwen

Ms. Lu Xuwen (“ Ms. Lu ”), aged 28, was appointed as a non-executive Director on 8 October 2018. She is also a director of a subsidiary of the Group. She is a member of the remuneration committee and the nomination committee of the Company. Ms. Lu holds a degree in finance, accounting and management from the University of Nottingham and a master degree in finance from Tulane University. Since 2016 and prior to joining the Company, Ms. Lu has been the board secretary of Hangzhou Tunlan. Mr. Yao Yongjie, the co-chairman of the Board and an executive Director, is the controlling shareholder of Hangzhou Tunlan, and is a partner and the chairman of Hangzhou Tunlan.

Ms. Lu has entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles. Ms. Lu’s remuneration was determined by reference to her duties and responsibilities with the Company and the prevailing market condition and will be subject to review by the remuneration committee of the Company and the Board from time to time. For the year ended 31 March 2019, Ms. Lu received HK$95,699 (equivalent to approximately S$26,636) as remuneration.

As at the Latest Practicable Date, Ms. Lu has 1,000,000 share options of the Company. Ms. Lu is deemed to be interested in 1,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed above, Ms. Lu does not have, and is not deemed to have, any interests or short positions in any Shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Lu does not hold any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications. Ms. Lu does not have any relationship with other Directors, senior management, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules).

Save as disclosed above, there is no further information relating to Ms. Lu that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2) (h) to 13.51(2)(v) of the Listing Rules and there is no other matter in relation to the reelection of Ms. Lu which needs to be brought to the attention of the Shareholders.

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NOTICE OF THE ANNUAL GENERAL MEETING

Grandshores Technology Group Limited 雄岸科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1647)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Grandshores Technology Group Limited (the “ Company ”) will be held at 10:00 a.m. on Thursday, 29 August 2019 at Room 3, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong to consider and if thought fit, transact the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the directors (“ Director(s) ”) of the Company and the auditors of the Company for the year ended 31 March 2019.

2. (a) To re-elect Mr. Yao Yongjie as an executive Director;

3. (b) To re-elect Mr. Chua Seng Hai as a non-executive Director;

4. (c) To re-elect Mr. Zou Chendong as an executive Director;

5. (d) To re-elect Ms. Lu Xuwen as a non-executive Director; and

6. (e) To authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration.

7. To re-appoint Crowe (HK) CPA Limited as auditors of the Company and to authorise the Board to fix the auditor’s remuneration.

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

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, pursuant to the Rules (the “ Listing Rules ”) Governing the Listing of Securities on 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 (otherwise than by way of Rights Issue (as

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NOTICE OF THE ANNUAL GENERAL MEETING

defined below) or pursuant to the exercise of options granted under any of the Company’s share option schemes or any scrip dividend scheme or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the articles of association (the “ Articles ”) of the Company from time to time) additional shares in the share capital of the Company and to make or grant any offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant any offers, agreements and options which would or might require the exercise of such powers either during or after the end of the Relevant Period;

• (c) the total number of shares of the Company allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:

• (i) a Rights Issue (as defined below); or

• (ii) the grant or exercise of any option under any share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to employee, director, advisor or business consultant of the Company and/or any of its subsidiaries of shares in the Company or rights to acquire shares in the Company; or

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in the Company in accordance with the Articles in force from time to time; or

• (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants or convertible bonds issued by the Company or any securities which carry rights to subscribe for or are convertible into shares in the Company shall not exceed 20% of the total number of issued shares of the Company in issue on the date of the passing of this resolution, and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution,

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest 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 or any applicable laws of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means the offer of shares in the Company 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 holders of shares in the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary for 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 applicable to the Company, or any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

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

“ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in resolution no. 4(d) set out in the notice) of all powers of the Company to repurchase the issued shares of the Company on the Stock Exchange or any other stock exchange on which shares in the capital of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose,

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NOTICE OF THE ANNUAL GENERAL MEETING

subject to and in accordance with all applicable laws and the requirements of the Listing Rules or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved; and

• (b) the total number of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company at the date of the passing of this resolution, and the said approval shall be limited accordingly.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions nos. 4 and 5 above, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to resolution no. 4 above be and is hereby extended by the addition thereto the number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5 above.”

By order of the Board Grandshores Technology Group Limited Wong Ngai Company Secretary

Hong Kong, 31 July 2019

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NOTICE OF THE ANNUAL GENERAL MEETING

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

Headquarters and Principal Place of Business: 18 Kaki Bukit Place Eunos Techpark Singapore 416196

Principal place of business in Hong Kong: Unit 3709, 37/F, Tower 2, Lippo Centre 89 Queensway, Admiralty, Hong Kong

Notes:

• (a) Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/ it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (b) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Rood East, Hong Kong, not less than 48 hours before the time appointed for the holding of the annual general meeting of the Company or any adjournment of such meeting. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• (c) For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 26 August 2019 to Thursday, 29 August 2019 (both dates inclusive), during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Rood East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 23 August 2019.

• (d) 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 to if more than one of such joint holders are present at the above 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.

• (e) In the case of any inconsistency between the Chinese translation and the English text hereof, the English text shall prevail.

• (f) If tropical cyclone warning signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at 7:00 a.m. on Thursday, 29 August 2019, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

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