Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2024

Jul 31, 2024

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

If you have sold or transferred all your shares in China National Culture Group Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

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

CHINA NATIONAL CULTURE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 745)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of China National Culture Group Limited to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 25 September 2024 at 10:00 a.m. is set out on pages AGM-1 to AGM-4 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying proxy form for use at the annual general meeting in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

31 July 2024

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	– EXPLANATORY STATEMENT
	FOR THE SHARE REPURCHASE MANDATE . . . . . . . . . . . . .	I-1
APPENDIX II	– DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		AGM-1

– i –

DEFINITIONS

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

‘‘AGM Notice’’ the notice dated 31 July convening the AGM as set out on pages AGM-1 to AGM-4 of this circular ‘‘Annual General Meeting’’ or the annual general meeting of the Company to be held at ‘‘AGM’’ Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 25 September 2024 at 10:00 a.m., the notice of which is set out on pages AGM-1 to AGM-4 of this circular ‘‘Articles of Association’’ the articles of association of the Company currently in force, as may be amended from time to time, and ‘‘Article’’ shall mean an article of the Articles ‘‘Board’’ Board of Directors ‘‘Company’’ China National Culture Group Limited, a company incorporated in the Cayman Islands with limited liability, with its Shares listed on the Stock Exchange ‘‘Directors’’ the directors of the Company ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Latest Practicable Date’’ 26 July 2024, being the latest practicable date prior to the printing of this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Memorandum and Articles of the memorandum and articles of association of the Association’’ Company currently in force, as may be amended from time to time ‘‘Nomination Committee’’ the nomination committee of the Board

‘‘Nomination Committee’’

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DEFINITIONS

• ‘‘Option(s)’’

• option(s) to subscribe for Shares pursuant to the Share Option Scheme and any other schemes of the Company and for the time being subsisting

• ‘‘Participant(s)’’

• (a) any full-time or part-time employee of any member of the Group; (b) any consultant or adviser of any member of the Group; (c) any director (including executive, nonexecutive or independent non-executive directors) of any member of the Group; (d) any shareholder of any member of the Group; or (e) any distributor, contractor, supplier, agent, customer, business partner or service provider of any member of the Group, to be determined absolutely by the Board

• ‘‘Repurchase Proposal’’

• the proposal to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the number of issued Shares of the Company as at the date of the Repurchase Resolution

• ‘‘Repurchase Resolution’’ the proposed ordinary resolution as referred to in resolution number 4 of the AGM Notice

• ‘‘Share(s)’’

• share(s) of HK$0.04 each in the share capital of the Company

• ‘‘Share Option Scheme’’ the existing share option scheme of the Company adopted on 29 August 2014

• ‘‘Share Repurchase Rules’’ the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange

• ‘‘Shareholder(s)’’

• holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’

• the Hong Kong Code on Takeovers and Mergers

• ‘‘%’’

per cent

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LETTER FROM THE BOARD

CHINA NATIONAL CULTURE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 745)

Executive Directors: Registered Office: Ms. SUN Wei Cricket Square Ms. MAN Qiaozhen Hutchins Drive P.O. Box 2681 Independent Non-Executive Directors: Grand Cayman KY1-1111 Mr. LIU Kwong Sang Cayman Islands Ms. WANG Miaojun Ms. WANG Yujie Head Office and Principal Place of Business in Hong Kong: Unit A, 29/F, United Centre, 95 Queensway, Admiralty, Central District Hong Kong

31 July 2024

To the Shareholders Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding (i) the proposed general mandate to repurchase Shares, (ii) the proposed general mandate to issue and allot Shares, and (iii) the re-election of Directors, details of which are provided herewith as follows, and to give you notice of the AGM and seek your approval of the resolutions relating to these matters at the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 27 September 2023, resolutions of the Shareholders were passed giving general unconditional mandates to the Directors to:

• (i) allot, issue and otherwise deal with Shares not exceeding 20% of the number of issued Shares of the Company as at the date of passing such resolution;

• (ii) to repurchase Shares up to a maximum of 10% of the number of issued Shares of the Company as at the date of passing of such resolution; and

• (iii) add to the general mandate for issuing Shares as mentioned in paragraph (i) above the aggregate number of issued Shares of the Company repurchased by the Company under the general mandate granted to the Directors to repurchase Shares as mentioned in paragraph (ii) above.

The above general mandates will lapse at the conclusion of the forthcoming AGM. It is therefore proposed to seek your approval of the ordinary resolutions to be proposed at the AGM to give fresh general mandates to the Directors.

The Directors propose to seek your approval of the Repurchase Proposal to be proposed at the AGM, details of which are set out in the Repurchase Resolution. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Proposal is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

Two ordinary resolutions will also be proposed at the AGM, namely ordinary resolution nos. 5 and 6 for granting to the Directors a general mandate to allot, issue and deal with new Shares not exceeding 20% of the number of issued Shares of the Company as at the date of the passing of ordinary resolution no. 5 and adding to such general mandate so granted to the Directors any Shares representing the aggregate number of issued Shares repurchased by the Company after the granting of the general mandate to repurchase Shares up to 10% of the number of issued Shares of the Company as at the date of the passing of ordinary resolution no. 4.

The Company had 781,221,520 Shares in issue as at the Latest Practicable Date. Subject to the passing of the aforesaid ordinary resolution no. 5 and in accordance with the terms therein, the Company would be allowed to issue additional Shares up to a maximum of 156,244,304 Shares on the basis that no further Shares will be issued or repurchased prior to the AGM.

Details of the share issue mandate and the extension of the share issue mandate are respectively set out in ordinary resolution nos. 5 and 6 in the AGM Notice.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the executive Directors are Ms. SUN Wei and Ms. MAN Qiaozhen, and the independent non-executive Directors are Mr. LIU Kwong Sang, Ms. WANG Miaojun and Ms. WANG Yujie.

Pursuant to code provision B.2.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, if an independent non-executive Director has served more than nine years, such director’s further appointment should be subject to a separate resolution to be approved by shareholders. Mr. Liu Kwong Sang and Ms. Wang Miaojun have served as the independent non-executive Director for more than 9 years. As such, separate resolutions will be proposed at the AGM for re-election of Mr. Liu Kwong Sang and Ms. Wang Miaojun as the independent non-executive Director.

According to article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Shareholders after his/her 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.

According to article 84(1) 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 (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 an annual general meeting at least once every three years.

According to article 84(2) of the Articles of Association, a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

In compliance with articles 84(1) and 84(2) of Articles of Association, Ms. SUN Wei and Ms. Wang Yujie will retire by rotation and being eligible, have agreed to offer themselves for reelection at the AGM.

Recommendations to the Board for the proposal for re-election of Ms. SUN Wei as executive Director and Mr. LIU Kwong Sang, Ms. WANG Miaojun and Ms. Wang Yujie as independent non-executive Directors were made by the Nomination Committee, after having

– 5 –

LETTER FROM THE BOARD

considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company.

At the AGM, ordinary resolutions will be put forward to the Shareholders in relation to the proposed re-election of Mr. LIU Kwong Sang, Ms. WANG Miaojun and Ms. Wang Yujie as independent non-executive Directors.

Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II hereto.

ANNUAL GENERAL MEETING

Set out on pages AGM-1 to AGM-4 of this document is the AGM Notice.

At the AGM, resolutions will be proposed to the Shareholders in respect of ordinary business to be considered at the AGM, including the re-election of Directors, and special business to be considered at the AGM, being the ordinary resolutions to approve the proposed Repurchase Proposal, and the general mandate for Directors to issue new Shares, and the extension of the general mandate to issue new Shares by adding the number of Shares repurchased.

VOTING BY POLL

Pursuant to article 66(1) of the Articles of Association and Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. All resolutions put to the vote of the AGM will therefore be decided by poll.

ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of a proxy form will not prevent you from attending and voting in person at the AGM or any adjournment thereof if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors believe that the Repurchase Proposal, the general mandate for Directors to issue new Shares, the extension of the general mandate to issue new Shares by adding the number of Shares repurchased, and the re-election of Directors are all in the best interest of the Company and the Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the AGM.

To the best knowledge of the Directors, no Shareholders will have to abstain from voting at the AGM.

Yours faithfully,

for and on behalf of

China National Culture Group Limited SUN Wei

Executive Director

– 7 –

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the Repurchase Proposal.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 781,221,520 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Proposal to repurchase a maximum of 78,122,152 Shares representing not more than 10% of the number of issued Shares of the Company as at the Latest Practicable Date.

The Repurchase Resolution would continue in force until the conclusion of the next annual general meeting of the Company or the expiration of period within which the next annual general meeting of the Company is required by law to be held or it is revoked or varied by an ordinary resolution of Shareholders in general meeting of the Company, whichever is the earliest.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Proposal is in the best interests of 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 assets and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

The Company is empowered by the Memorandum and Articles of Association to purchase Shares. Any purchases by the Company may be made out of profits or from sums standing to the credit of our share premium account or out of an issue of new Shares made for the purpose of the purchase or, if authorised by the Memorandum and Articles of Association and subject to the Companies Law of the Cayman Islands, out of capital, and in the case of any premium payable on the purchase, out of profits or from sums standing to the credit of our share premium account, or if authorised by the Memorandum and Articles of Association and subject to the Companies Law of the Cayman Islands, out of capital.

– I-1 –

EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX I

There might be an 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 for the year ended 31 March 2024 in the event that the Repurchase Proposal was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Proposal to such 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 appropriate for the Company.

4. SHARE PRICES

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

	Share Prices	Share Prices
	(per Share)
	Highest	Lowest
	HK$	HK$
2023
August	0.036	0.028
September	0.300	0.027
October	0.320	0.232
November	0.310	0.230
December	0.230	0.200
2024
January	0.200	0.136
February	0.172	0.135
March	0.152	0.150
April	0.220	0.151
May	0.220	0.170
June	0.170	0.143
July (up to the Latest Practicable Date)	0.175	0.150

– I-2 –

EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX I

5. UNDERTAKING

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 Resolution and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

6. TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, 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 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, there is no Shareholder that is interested in more than 10% of the total voting rights of the Shares in issue.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Proposal. The Company has no present intention to repurchase Shares to such extent as to result in the amount of Shares held by the public being reduced to less than 25%.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company did not repurchase any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– I-3 –

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

APPENDIX II

The following are the particulars of the Directors proposed to be re-elected at the AGM:

1. Mr. LIU Kwong Sang (‘‘Mr. Liu’’) , aged 62, was appointed to the Board in September 2004 as an independent non-executive Director, and the Chairperson of the audit committee of the Board. He was also appointed as the Chairperson of remuneration committee of the Board in 2004, and a member of the nomination committee of the Board in 2012. Mr. Liu has been practising as a certified public accountant in Hong Kong with more than 27 years of experience in accounting profession. Mr. Liu graduated from the Hong Kong Polytechnic University with a bachelor degree in Accountancy (with honours) and obtained the Master degree in Business Administration from the University of Lincoln, the United Kingdom. He is a fellow member of the Institute of Chartered Accountants in England and Wales, a fellow member of the Association of Chartered Certified Accountants, a fellow member of the Institute of Financial Accountants, the United Kingdom and a fellow member of the Institute of Public Accountants, Melbourne, Australia. Mr. Liu is also a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Taxation Institute of Hong Kong, a Chartered Tax Adviser and a fellow member of the Society of Registered Financial Planners. Mr. Liu currently acts as the independent non-executive director of ATIF Holdings Limited (ticker symbol: ATIF) whose shares are listed on the United States Nasdaq Stock Market. Since 15 June 2020, Mr. Liu has been appointed as the independent non-executive director of Graphex Group Limited, securities of which are listed on the main board of the Stock Exchange.

Mr. Liu was previously independent non-executive director of Polytec Asset Holdings Limited, securities of which are previously listed on the main board of the Stock Exchange, for the period from 24 July 2000 to 1 September 2000, and from 1 December 2000 to 9 June 2021. The listing of shares of Polytec Asset Holdings Limited was withdrawn by way of a scheme of privatization with effective from 26 May 2021. He was also previously the independent non-executive director of Pine Care Group Limited, securities of which are listed on the main board of the Stock Exchange, for the period from 23 January 2017 to 19 October 2020. He was previously independent non-executive director of abc Multiactive Limited, securities of which are previously listed on the GEM of the Stock Exchange, for the period from 28 September 2004 to 6 November 2023.

He was the independent non-executive director of Evershine Group Holdings Limited, whose securities are listed on the GEM of the Stock Exchange, for the period from 16 January 2014 to 20 May 2014 and, from 23 May 2014 to 1 January 2017.

As at the Latest Practicable Date, Mr. Liu has served the Board for over 9 years. The Board is of the view that the contributions of Mr. Liu to the development of the Company’s strategies and policies through his independent and constructive advices are substantial. With Mr. Liu’s professional qualification as a certified public accountant and extensive experience, the Group benefits from his skills and financial expertise as well as from his

– II-1 –

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

APPENDIX II

regular attendance, active participation and professional advices at Board meetings and Board committees meetings. Mr. Liu has never been engaged in any executive management of the Group and did not participate in the management of the Group. The Board has received from Mr. Liu a confirmation of independence according to Rule 3.13 of the Listing Rules. The Board, with the recommendation of the nomination committee of the Company, considers Mr. Liu satisfies the independence criteria under Rule 3.13 of the Listing Rules. Taking into consideration of the above and the independent natures of Mr. Liu’s role and duties in the past years, the Board considers that the long service of Mr. Liu would not diminish his independence and affect his exercise of independent judgment and his continuous tenure brings considerable benefits and stability to the management and operation of the Group, and therefore considers Mr. Liu to be independent and recommends Mr. Liu to be re-elected.

Mr. Liu does not has any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Liu did not hold any interest in Shares. Save as disclosed herein, Mr. Liu does not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

The appointment of Mr. Liu is subject to retirement by rotation and re-election at least once every three years in accordance with the provisions of the Articles of Association. Subject to the determination of the remuneration committee of the Board, Mr. Liu will be entitled to a director’s fee with reference to his duties and responsibilities and the prevailing market conditions and authorised by the Shareholders at the annual general meeting of the Company. Mr. Liu received Director’s fee of HK$120,000 for the year ended 31 March 2024.

Save as disclosed above, Mr. Liu has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

1. Ms. WANG Miaojun (‘‘Ms. Wang’’) , aged 44, was appointed to the Board in February 2014 as an independent non-executive Director, and the Chairperson of the nomination committee, and a member of the audit committee and remuneration committee of the Board. Ms. Wang holds a bachelor degree in Electronics and Information Engineering from Shenzhen University. Ms. Wang has over 10 years of experience in IT and media industry. Ms. Wang is currently a general manager of the online media department and a director in an online media company. Ms. Wang had extensive experience in operation and management and had held management roles in electronics, IT and media companies and had an established network of relationship within IT industry in the PRC.

– II-2 –

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

APPENDIX II

As at the Latest Practicable Date, Ms. Wang has served the Board for over 9 years. The Board is of the view that the contributions of Ms. Wang to the development of the Company’s strategies and policies through her independent and constructive advices are substantial. With Ms. Wang’s extensive experience in IT and media industry, the Group benefits from her skills and expertise as well as from her regular attendance, active participation and professional advices at Board meetings and Board committees meetings. Ms. Wang has never been engaged in any executive management of the Group and did not participate in the management of the Group. The Board has received from Ms. Wang a confirmation of independence according to Rule 3.13 of the Listing Rules. The Board, with the recommendation of the nomination committee of the Company, considers Ms. Wang satisfies the independence criteria under Rule 3.13 of the Listing Rules. Taking into consideration of the above and the independent natures of Ms. Wang’s role and duties in the past years, the Board considers that the long service of Ms. Wang would not diminish her independence and affect her exercise of independent judgment and her continuous tenure brings considerable benefits and stability to the management and operation of the Group, and therefore considers Ms. Wang to be independent and recommends Ms. Wang to be reelected.

Ms. Wang does not has any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Wang held an interest in 12,217,000 Options to subscribe for Shares. Save as disclosed herein, Ms. Wang does not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

The appointment of Ms. Wang is subject to retirement by rotation and re-election at least once every three years in accordance with the provisions of the Articles of Association. Subject to the determination of the remuneration committee of the Board, Ms. Wang will be entitled to a director’s fee with reference to her duties and responsibilities and the prevailing market conditions and authorised by the Shareholders at the annual general meeting of the Company. Ms. Wang received Director’s fee of HK$120,000 for the year ended 31 March 2024.

Save as disclosed above, Ms. Wang has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with her re-election and there is no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

– II-3 –

APPENDIX II

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

1. Ms. SUN Wei (‘‘Ms. Sun’’) , aged 40, was appointed to the Board in February 2014 as an executive Director, and was appointed as a member of the remuneration committee and nomination committee of the Board in November 2014. She also serves as a director of certain subsidiaries of the Company. Ms. Sun holds a Bachelor of Arts in English Education degree from Shanghai International Studies University, PRC, a Master of Science degree in Finance from Clark University, United States of America and a Postgraduate Certificate in Professional Accounting from City University of Hong Kong. Ms. Sun has over five years of experience in accounting and administration. Ms. Sun has been appointed as a director of TD Holdings, Inc. (ticket symbol: GLG) whose securities are listed on the United States Nasdaq Stock Market from May 2020 to June 2021. Save as disclosed above, Ms. Sun has not held any directorships of other listed public company in the last 3 years.

Ms. Sun does not has any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Sun held an interest in 18,105,000 Options to subscribe for Shares. Save as disclosed herein, Ms. Sun does not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Ms. Sun has entered into a service agreement as executive Director with the Company on 26 February 2014 with no fixed term of service. The appointment of Ms. Sun is subject to retirement by rotation and re-election at least once every three years in accordance with the provisions of the Articles of Association. Subject to the determination of the remuneration committee of the Board, Ms. Sun will be entitled to a director’s fee with reference to her duties and responsibilities and the prevailing market conditions and authorised by the Shareholders at the annual general meeting of the Company. Ms. Sun received Director’s fee of HK$240,000 for the year ended 31 March 2024.

Save as disclosed above, Ms. Sun has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with her re-election and there is no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

1. Ms. WANG Yujie (‘‘Ms. Wang YJ’’) , aged 39, is an independent non-executive Director. Ms. Wang YJ was appointed to the Board in July 2016 and was graduated from ⾸都經濟貿 易⼤學華僑學院 (Overseas Chinese College, Capital University of Economics and Business), formerly known as 燕京華僑⼤學 (Yanjing Overseas Chinese University*) with a bachelor’s degree in Foreign Trade English from the Department of Foreign Languages in July 2008. Ms. Wang YJ has years of experience working in bidding maintenance department of a Chinese search engine company.

– II-4 –

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

APPENDIX II

Ms. Wang YJ has not held any directorships of other listed public companies in the last 3 years. Ms. Wang YJ does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Wang YJ beneficially owns 4,907,000 Options to subscribe for a total of 4,907,000 Shares.

Save as disclosed above, Ms. Wang YJ does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Future Ordinance. A supplemental letter of appointment was entered into between Ms. Wang and the Company with no fixed term of appointment with effect from 27 July 2017. Her appointment is subject to retirement by rotation and re-election at least once every three years in accordance with the provisions of the Articles of Association. Subject to the determination of the Remuneration Committee, Ms. Wang YJ will be entitled to a director’s fee with reference to her duties and responsibilities and the prevailing market conditions and authorised by the Shareholders at the annual general meeting. Ms. Wang YJ received Director’s fee of HK$96,000 for the year ended 31 March 2024.

Save as disclosed above, Ms. Wang YJ has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with her re-election and there is no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

In the opinion of the Directors, other than the aforesaid matters, there are no other matters need to be brought to the attention of the Shareholders in relation to the re-election of the above Directors.

– II-5 –

NOTICE OF AGM

CHINA NATIONAL CULTURE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock code: 745)

NOTICE IS HEREBY GIVEN that an annual general meeting of China National Culture Group Limited (the ‘‘Company’’) will be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Wednesday, 25 September 2024 at 10:00 a.m. (the ‘‘AGM’’) for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the Reports of the Directors and Auditor for the year ended 31 March 2024.

2. To re-elect Directors and to authorise the Board of Directors to fix the remuneration of each Director.

3. To re-appoint Elite Partners CPA Limited as the Auditor and to authorise the Board of Directors to fix their remuneration.

As special business, to consider and, if thought fit, to pass with or without modification of the following resolutions as Ordinary Resolutions:

1. ‘‘ THAT :

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares of HK$0.04 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of shares of the Company which the Directors are authorised to purchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of issued shares of the Company as at the date of this Resolution and the said approval shall be limited accordingly; and

– AGM-1 –

NOTICE OF AGM

• (c) 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 law to be held; and

  • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.’’

• ‘‘ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.04 each in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company; (iii) an issue of shares upon the exercise of the subscription or conversion rights under the terms of any warrants or any securities of the Company which are convertible into shares of the Company; or (iv) an issue of shares as scrip dividends pursuant to the Articles of Association from time to time, shall not exceed 20% of the number of issued shares of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

– AGM-2 –

NOTICE OF AGM

• (d) for the purpose 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 law to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company; and

‘‘Rights Issue’’ means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company, or any class of shares of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such shares (or, where appropriate such other securities) as at that date (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

1. ‘‘ THAT subject to the passing of the Resolution nos. 4 and 5 set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Resolution no. 5 set out in the notice convening this meeting be and is hereby extended by the addition thereto of the aggregate number of issued shares of the Company repurchased by the Company under the authority granted pursuant to Resolution no. 4 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the number of issued shares of the Company as at the date of the said Resolution.’’

By order of the Board China National Culture Group Limited SUN Wei

Executive Director

31 July 2024

– AGM-3 –

NOTICE OF AGM

Notes:

1. Any member of the Company entitled to attend and vote at the AGM is entitled to appoint one or more (if holding two or more shares) proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. To be valid, the proxy form, together with a power of attorney or other authority, if any, under which it is signed or a certified copy thereof, must be delivered to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude a member from attending and voting in person at the AGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. With regard to resolution no. 2 in this notice, the Board of Directors proposes that the Directors, namely Ms. SUN Wei, Ms. WANG Yujie, Mr. LIU Kwong Sang and Ms. WANG Miaojun be re-elected as Directors. Details of the said Directors are set out in the Appendix II to the circular to shareholders dated 31 July 2023.

4. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 20 September 2024 to Wednesday, 25 September 2024, both dates inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:00 p.m. on Thursday, 19 September 2024.

5. If there is Typhoon Signal No. 8 or above, a ‘‘black’’ rainstorm warning and/or extreme conditions caused by super typhoon in force in Hong Kong at any time after 7:00 a.m. on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the websites of the Company at (www.hklistco.com/745) and the Stock Exchange at (www.hkexnews.hk) to notify shareholders of the date, time and venue of the rescheduled meeting.

As at the date hereof, the Board of Directors comprises Ms. SUN Wei and Ms. MAN Qiaozhen as Executive Directors, and Mr. LIU Kwong Sang, Ms. WANG Miaojun and Ms. WANG Yujie as Independent Non-Executive Directors.

– AGM-4 –