Joy Spreader Group Inc. — AGM Information 2019

Mar 28, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 AGTech Holdings Limited, you should at once hand this circular to the purchaser or transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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AGTech Holdings Limited 亞博科技控股有限公司[*]

(incorporated in Bermuda with limited liability) (Stock Code: 8279)

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, AND RE-ELECTION OF DIRECTORS

This circular, for which the directors of AGTech Holdings Limited (the ‘‘Company’’) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, 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.

A notice convening the AGM (as defined herein) of the Company to be held at 11:00 a.m. on Friday, 17 May 2019 at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong is set out on pages 25 to 28 of this circular. Whether or not shareholders are able to attend the AGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

This circular will remain at www.hkgem.com on the ‘‘Latest Company Announcements’’ page of the GEM website for at least 7 days from the date of its posting and will be published on the website of the Company at http://www.agtech.com.

• For identification purpose only

29 March 2019

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE ‘‘STOCK EXCHANGE’’)

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

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

i

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and buy back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Process used for nominating Mr. Feng and Dr. Gao
for re-election as independent non-executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Independence and time commitment of Mr. Feng and Dr. Gao
as independent non-executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II – INFORMATION OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

ii

DEFINITIONS

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

• ‘‘AGM’’

• the annual general meeting of the Company to be held at 11:00 a.m. on Friday, 17 May 2019 at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong;

• ‘‘Ali Fortune’’ Ali Fortune Investment Holding Limited, the controlling shareholder of the Company;

• ‘‘Alibaba Group’’ a group of companies comprising Alibaba Holding and its subsidiaries (excluding the Group);

• ‘‘Alibaba Holding’’ Alibaba Group Holding Limited, a company incorporated in the Cayman Islands and its American depositary shares are listed on the New York Stock Exchange;

• ‘‘Ant Financial’’ 浙江螞蟻小微金融服務集團股份有限公司 (Ant Small and Micro Financial Services Group Co., Ltd) (formerly known as 浙江螞蟻 小微金融服務集團有限公司 (Zhejiang Ant Small and Micro Financial Services Group Co., Ltd), a company incorporated in the PRC;

• ‘‘Ant Financial Group’’ Ant Financial and its subsidiaries;

• ‘‘associates’’ bears the same meaning ascribed thereto in the GEM Listing Rules;

• ‘‘Board’’ the board of Directors;

• ‘‘Buy-back Mandate’’

• a general mandate proposed to be granted to the Directors to exercise the power of the Company to buy back Shares on the terms set out in the Notice;

• ‘‘Bye-law(s)’’

• the bye-law(s) of the Company as amended, supplemented or modified from time to time;

• ‘‘Company’’

• AGTech Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on GEM;

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘GEM’’ GEM of the Stock Exchange;

• ‘‘GEM Listing Rules’’

the Rules Governing the Listing of Securities on GEM;

1

DEFINITIONS

‘‘Group’’	the Company and its subsidiaries;
‘‘HK$’’	Hong Kong Dollars, the lawful currency of Hong Kong;
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC;
‘‘Latest Practicable Date’’	22 March 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information for
	inclusion in this circular;
‘‘Notice’’	the notice convening the AGM;
‘‘PRC’’	the People’s Republic of China, and for the purpose of this
	circular, excluding Hong Kong, the Macao Special Administrative
	Region of the PRC and Taiwan;
‘‘RMB’’	Renminbi, the lawful currency of the PRC;
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
‘‘Share(s)’’	ordinary share(s) of HK$0.002 each in the share capital of the
	Company;
‘‘Shareholder(s)’’	holder(s) of the Share(s);
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited;
‘‘Takeovers Code’’	the Hong Kong Code on Takeovers and Mergers; and
‘‘%’’	per cent.

2

LETTER FROM THE BOARD

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AGTech Holdings Limited 亞博科技控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

Executive Directors: Mr. Sun Ho (Chairman & CEO) Ms. Hu Taoye (Chief Financial Officer)

Non-executive Directors:

Mr. Yang Guang Mr. Li Faguang Mr. Ji Gang Mr. Zou Liang

Independent non-executive Directors:

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Unit 3912, 39th Floor, Tower Two Times Square Causeway Bay Hong Kong

Ms. Monica Maria Nunes Mr. Feng Qing Dr. Gao Jack Qunyao

29 March 2019

To the Shareholders and, for information only, the holder of the convertible bonds of the Company

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, AND RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM to be held at 11:00 a.m. on Friday, 17 May 2019 at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, which upon approval, would enable the Company to, among other things:

• For identification purpose only

3

LETTER FROM THE BOARD

• (a) buy back Shares not exceeding 10% of the aggregate nominal value of the Shares in issue as at the date of passing such resolution;

• (b) issue new Shares equivalent to 20% of the Shares in issue on the date of the relevant resolution and those Shares purchased by the Company pursuant to the Buy-back Mandate set out in (a) above; and

• (c) re-elect certain Directors.

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the AGM, it will be proposed, by way of ordinary resolutions, that the Directors be given general mandates to (i) buy back Shares, the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant ordinary resolution; and (ii) allot, issue and otherwise deal with the Shares not exceeding 20% (equivalent to 2,254,468,447 Shares, assuming that no further Shares will be issued or purchased by the Company prior to the AGM) of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant ordinary resolution and the nominal amount of any Shares purchased by the Company (up to a maximum of 10% of the aggregate nominal amount of the Company’s issued share capital as at the date of passing the relevant ordinary resolution). Any issue of new Shares is subject to approval from the Stock Exchange for the listing of, and permission to deal in, such new Shares.

An explanatory statement containing information relating to the Buy-back Mandate as required under Rules 13.08 and 13.09 of the GEM Listing Rules is set out in Appendix I to this circular. This explanatory statement provides you with information to enable you to make an informed decision on whether to vote for or against the resolution relating to the Buy-back Mandate.

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 86, any Director appointed by the Board to fill a casual vacancy on the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Ms. Hu Taoye (‘‘Ms. Hu’’), who was newly appointed by the Company as executive Director on 30 January 2019, and Mr. Li Faguang (‘‘Mr. Li’’), who was newly appointed by the Company as non-executive Director on 4 March 2019, will hold office until the next following general meeting of the Company (i.e. the AGM) and shall then be eligible for re-election at the AGM.

In addition, in accordance with Bye-law 87, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation but shall be eligible for re-election. Accordingly, certain Directors, namely, Mr. Zou Liang (‘‘Mr. Zou’’), Mr. Feng Qing (‘‘Mr. Feng’’) and Dr. Gao Jack Qunyao (‘‘Dr. Gao’’), will retire by rotation at the forthcoming AGM, but being eligible, shall offer themselves for re-election at the AGM.

Information of the five Directors standing for re-election at the AGM, namely Ms. Hu (an executive Director), Mr. Li (a non-executive Director), Mr. Zou (a non-executive Director), Mr. Feng (an independent non-executive Director) and Dr. Gao (an independent non-executive Director), are set out in Appendix II to this circular.

4

LETTER FROM THE BOARD

PROCESS USED FOR NOMINATING MR. FENG AND DR. GAO FOR RE-ELECTION AS INDEPENDENT NON-EXECUTIVE DIRECTORS

On 22 March 2019, the nomination committee held a meeting and nominated Mr. Feng and Dr. Gao to the Board for it to recommend to Shareholders for re-election at the AGM. Such nomination had been made by the nomination committee in accordance with its nomination policy, and with due regard to the following criteria to assess the suitability of Mr. Feng and Dr. Gao to be re-elected as Directors as set out in the nomination policy in the corporate governance report of the 2018 annual report of the Company:

• the qualifications, skills, experience and background of Mr. Feng and Dr. Gao;

• how Mr. Feng and Dr. Gao will contribute to the diversity of the Board in accordance with the Board diversity policy of the Company (as set out in the corporate governance report of the 2018 annual report of the Company);

• independence of Mr. Feng and Dr. Gao as required under Rule 5.09 of the GEM Listing Rules;

• tenure of service of Mr. Feng and Dr. Gao, and in particular, whether they have served the Board for more than 9 years as set out in the provision A.4.3 in the Corporate Governance Code and Corporate Governance Report (the ‘‘Code’’) as set out in Appendix 15 of the GEM Listing Rules;

• past contributions and time commitment of Mr. Feng and Dr. Gao to the affairs of the Group; and

• those incumbent Directors who have been longest in office since their last re-election or appointment within the last three years will be selected for retirement by rotation and re-election with priority (for the purpose of compliance with the Code provision A.4.2 and Bye-law 87 of the Company).

Each of Mr. Feng and Dr. Gao, who is a member of the nomination committee, abstained from voting at such committee meeting when his own nomination was being considered.

INDEPENDENCE AND TIME COMMITMENT OF MR. FENG AND DR. GAO AS INDEPENDENT NON-EXECUTIVE DIRECTORS

Each of Mr. Feng and Dr. Gao has served the Company as an independent non-executive Director for less than 4 years as of the Latest Practicable Date, which is below the threshold of 9 years stipulated under the Code provision A.4.3. Both Mr. Feng and Dr. Gao do not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company (within the meaning of the GEM Listing Rules) and do not have any management function within the Group. The Company has received from each of Mr. Feng and Dr. Gao a written confirmation of independence for himself (together with his respective ‘‘immediate family members’’ as defined under Rule 20.10(1)(a) of the GEM Listing Rules) pursuant to Rule 5.09 of the GEM Listing Rules. The Board considers that each of Mr. Feng and Dr. Gao is independent.

5

LETTER FROM THE BOARD

Each of Mr. Feng and Dr. Gao does not hold directorship in more than 6 companies, the securities of which are listed on any securities market in Hong Kong or overseas; and had devoted sufficient time to the affairs of the Group that needed to be discussed, considered and approved in various Board and Board committee meetings as demonstrated in the record of their attendance to such meetings set out in Appendix II to this circular.

RECOMMENDATION OF THE BOARD AND THE REASONS THEREFOR

On 22 March 2019, the Board held a meeting and approved the nomination committee’s nominations and recommended each of Ms. Hu, Mr. Li, Mr. Zou, Mr. Feng and Dr. Gao to stand for re-election as executive Director, non-executive Directors and independent non-executive Directors respectively by Shareholders at the AGM. Each of Ms. Hu, Mr. Li, Mr. Zou, Mr. Feng and Dr. Gao abstained from the discussion and voting at the Board meeting regarding their respective nominations.

In view of the information set out in Appendix II to this circular, and in particular, (a) the qualifications, perspectives, skills, experience and background of each of Ms. Hu, Mr. Li, Mr. Zou, Mr. Feng and Dr. Gao, (b) their past contributions and time commitment to the affairs of the Group (as demonstrated by their past attendance records for Board and Board committee meetings in 2018, except for Ms. Hu and Mr. Li who were newly appointed on 30 January 2019 and 4 March 2019 respectively), and (c) the diversity elements that each of them can bring to the Board, the Board considers that each of them is suitable to continue to serve the Board as a Director and the re-election of Ms. Hu, Mr. Li, Mr. Zou, Mr. Feng and Dr. Gao as Directors is in the interest of the Company and the Shareholders as a whole.

ANNUAL GENERAL MEETING

The following are the details of the AGM:

Date: 17 May 2019 Time: 11:00 a.m. Venue: Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

The Notice is set out on pages 25 to 28 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. The return of a form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so desire. The voting in respect of the proposed resolutions contained in the Notice will be conducted by way of a poll at the AGM as prescribed under the GEM Listing Rules. An announcement on the poll vote results will be made by the Company after the AGM.

6

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the resolutions proposed in relation to (i) granting a general mandate to issue new Shares, to buy back Shares, and the extension to the general mandate to issue Shares; and (ii) the re-election of Directors in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board AGTech Holdings Limited Sun Ho Chairman & CEO

7

EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorising the Buy-back Mandate.

This explanatory statement contains information required pursuant to Rules 13.08 and 13.09 of the GEM Listing Rules which is set out as follows:

1. EXERCISE OF THE BUY-BACK MANDATE

As at the Latest Practicable Date, the issued ordinary share capital of the Company comprised 11,272,342,235 Shares.

Subject to the passing of resolution no. 4(ii) at the AGM and on the basis that no further Shares are issued or purchased by the Company prior to the AGM, the Company would be allowed under the Buyback Mandate to purchase a maximum of 1,127,234,223 Shares (equivalent to 10% of the issued share capital of the Company as at the date of the AGM). The authority conferred on the Directors by the Buyback Mandate would continue in force until (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law to be held; or (c) the revocation or variation of the resolution regarding the Buy-back Mandate by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

2. REASONS FOR BUY-BACKS OF SHARES

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

3. FUNDING OF PURCHASES

Any purchases of Shares will only be funded out of funds of the Company legally available for the purposes in accordance with the Company’s memorandum of association and Bye-laws and the applicable laws of Bermuda. A listed company may not purchase its own shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of GEM from time to time.

It is presently proposed that any purchases of Shares would be made out of capital paid up on the purchased Shares, profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such purchase, from profits of the Company or from the Company’s share premium account. The purchases of Shares made out of capital will be conditional upon the fact that immediately following the date on which payment out of capital is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business.

8

EXPLANATORY STATEMENT

APPENDIX I

4. STATUS OF PURCHASED SHARES

The GEM Listing Rules provide that the listing of all shares which are purchased by an issuer (whether on GEM or otherwise) shall, subject to applicable law, be automatically cancelled upon purchase and that the certificates for those shares must be cancelled and destroyed as soon as reasonably practicable following settlement of any such purchase. Under the law of Bermuda, shares of a company purchased by it shall be treated as cancelled and its issued share capital (but not the authorised share capital) will be reduced accordingly.

5. EFFECT OF EXERCISE OF THE BUY-BACK MANDATE

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 Company’s annual report for the year ended 31 December 2018) in the event that the Buy-back Mandate is exercised in full. However, the Directors do not propose to exercise the Buy-back 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 appropriate for the Company.

6. DISCLOSURE OF INTERESTS

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates, have any present intention, if the Buy-back Mandate is exercised, to sell any Shares to the Company. No connected person of the Company (as defined in the GEM Listing Rules) has notified the Company that he/she has a present intention to sell any Shares to the Company if the Buy-back Mandate is exercised and neither has any of the connected persons undertaken not to sell his/her Shares to the Company in the event that the Buy-back Mandate is exercised.

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate in accordance with the GEM Listing Rules and the applicable laws of Bermuda.

8. TAKEOVERS CODE CONSEQUENCES

If as a result of a buy-back of Shares, 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, depending on the level of increase in the Shareholder’s interests, may 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, Ali Fortune (being the controlling shareholder of the Company) and parties acting in concert with it held approximately 54.14% of the Shares issued by the Company. Should the Directors exercise the Buy-back Mandate in full, the shareholding of Ali Fortune and parties acting in concert with it will be increased to approximately 60.15% of the issued share capital of the Company (assuming they do not sell any Shares before the buy-back). In the opinion of the Directors, such increase will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

9

EXPLANATORY STATEMENT

APPENDIX I

9. SHARE BUY-BACKS MADE BY THE COMPANY

No buy-backs of Shares have been made by the Company in the previous 6 months prior to the Latest Practicable Date, whether on GEM or otherwise.

10. SHARE PRICES

The highest and lowest prices of the Shares as quoted by the Stock Exchange in each of the previous 12 months before the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2018
March	1.02	0.83
April	1.00	0.81
May	1.05	0.77
June	1.09	0.75
July	0.81	0.71
August	0.73	0.57
September	0.69	0.57
October	0.60	0.36
November	0.61	0.39
December	0.64	0.46
2019
January	0.52	0.42
February	0.58	0.425
March (up to the Latest Practicable Date)	0.55	0.47

10

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

APPENDIX II

Information of the five Directors standing for re-election at the AGM, namely Ms. Hu Taoye, Mr. Li Faguang, Mr. Zou Liang, Mr. Feng Qing and Dr. Gao Jack Qunyao, is set out below:

1. Ms. Hu Taoye (‘‘Ms. Hu’’)

Role and functions on the Board

Executive Director, Chief Financial Officer of the Group and a member of the risk management and internal control committee of the Company – primarily responsible for overseeing financial, risk management and internal control matters of the Group

Age

39

Director since

30 January 2019

Current position(s) outside the Group

Not applicable

Past offices/working experience

• From 2001 to early 2008, she worked for KPMG and her last position with KPMG was audit manager

• Ms. Hu joined Alibaba Group in February 2008. During February 2008 to May 2014, Ms. Hu served as an internal control director and a financial controller of the B2B and Alibaba Cloud divisions of Alibaba Group. After that, she served as a financial controller of Autonavi and UC Web, under Alibaba Mobile Internet Division of Alibaba Group until June 2016. Prior to joining the Group, Ms. Hu was a financial controller of the digital media and entertainment division of Alibaba Group

• Perspectives, skills and • corporate management skills experience that the Director can bring to the Board • extensive financial knowledge and deep understanding of Alibaba Group’s businesses

• solid experience in financial reporting and internal control systems

• Qualifications • Bachelor degree in Economics from Renmin University of China in the PRC in July 2001

• was admitted as a practising member of the Chinese Institute of Certified Public Accountants in July 2003 and a nonpractising member of such institute since March 2008

• was also admitted as a member and a fellow member of The Association of Chartered Certified Accountants (ACCA) in November 2005 and November 2010 respectively

11

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

APPENDIX II

Meetings attended/held during 2018:

• Board

N/A (Ms. Hu was appointed by the Company on 30 January 2019)

• Audit Committee

• N/A*

• Remuneration N/A* Committee

• • Nomination N/A* Committee

• • Corporate N/A* Governance Committee

• Risk Management N/A (Ms. Hu was appointed by the Company on 30 January 2019) and Internal Control Committee

• Annual General N/A (Ms. Hu was appointed by the Company on 30 January 2019) Meeting

N/A = not applicable

• the Director is not a member of such Board committee

• Diversity elements that can • addition of a female Director to the Board to ensure different be contributed by the views from different genders are considered Director to the Board

• different age to ensure a balanced mix of conservative and ambitious experience from relatively sophisticated veteran and energetic young Directors (‘‘Age’’)

• different nationality to share the international perspectives and global view (‘‘Nationality’’)

• different tenure of service with the Company to ensure the consistency of business strategies implemented by the veteran Directors being complemented by new ideas from relatively new Directors (‘‘Tenure’’)

12

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

APPENDIX II

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Service agreement and remuneration

Ms. Hu did not have any interest in the Shares or share options of the Company. Ms. Hu had interests in 9,743 ordinary shares and 6,200 restricted share units of Alibaba Holding, an associated corporation of the Company within the meaning of Part XV of the SFO, as at the Latest Practicable Date

A service agreement (the ‘‘Service Agreement’’) has been entered into between the Company and Ms. Hu for an initial term of 1 year commencing from 30 January 2019, and either party thereto may terminate such agreement by giving the other party not less than three months’ written notice. Ms. Hu will hold office until the next following general meeting of the Company after her appointment, where she shall retire in accordance with the Bye-laws and also be eligible for re-election at that meeting. Thereafter, if re-elected by the Shareholders thereat, she shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Bye-laws. Ms. Hu is entitled to a fixed basic salary of RMB70,000 per month (plus a discretionary bonus). In addition, as part of her overall remuneration package under the Service Agreement, Ms. Hu will be entitled to retain her rights in the unvested shares of Alibaba Holding in respect of the vesting period between 2020 and 2022 (the ‘‘Unvested Alibaba Shares’’), which were previously granted to her prior to her appointment as an executive Director, provided that Ms. Hu shall continue to provide service to the Company as an executive Director and the chief financial officer as at the vesting date of the relevant Unvested Alibaba Shares. Subject to the condition as mentioned above and other conditions as specified in the share award scheme of Alibaba Holding, such Unvested Alibaba Shares will be vested to Ms. Hu annually in 3 tranches from 2020 to 2022 (i.e. Unvested Alibaba Shares will be vested on 1 April of each year). At vesting of the relevant Unvested Alibaba Shares each year, the Company will pay to Alibaba Holding the cost of the relevant vested shares (the ‘‘Vested Alibaba Shares’’) based on the market value (i.e. the closing share price) of the Vested Alibaba Shares as at 29 January 2019 (the ‘‘Reimbursement Arrangement’’), and the Vested Alibaba Shares will then be transferred to Ms. Hu as annual guaranteed bonus under the Service Agreement. The maximum amount that may be reimbursed by the Company to Alibaba Holding annually under the Reimbursement Arrangement shall be US$282,384 for 2020, US$243,164 for 2021 and US$86,284 for 2022

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

APPENDIX II

Basis of determination of remuneration package

determined by the Board upon the recommendation of the remuneration committee of the Company by reference to her experience and responsibilities in the Company and the prevailing market conditions

Relationship with other Nil Directors, senior management or substantial or controlling Shareholders of the Company (other than her appointment as a Director)

1. Mr. Li Faguang (‘‘Mr. Li’’)

Role and functions on the Board

Non-executive Director – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for exerting checks and balances on the executive Directors

Age 42

Director since 4 March 2019

Current position(s) outside the Group

Senior financial controller of Alibaba Group

Past offices/working experience

• worked at 奧的斯機電電梯有限公司 (Otis Electric Elevator Co., Ltd.[#] ) (formerly known as 西子奧的斯電梯有限公 司(Xizi Otis Elevator Co., Ltd.[#] )) as director of financial analysis and a regional financial controller from May 2012 to February 2016

• prior to that, he worked at Dell (China) Company Limited for approximately seven years and his last position was a senior financial manager

Perspectives, skills and experience that the Director can bring to the Board

• extensive experience in financial management

Qualifications

• Bachelor degree in Finance from Nankai University in the PRC

• Master degree in Finance and Management from Loughborough University in the United Kingdom

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

APPENDIX II

Meetings attended/held during 2018:

• Board N/A (Mr. Li was appointed by the Company on 4 March 2019) • Audit Committee N/A • Remuneration N/A Committee • Nomination N/A Committee • Corporate N/A Governance Committee • Risk Management and N/A* Internal Control Committee • Annual General N/A (Mr. Li was appointed by the Company on 4 March 2019) Meeting

N/A = not applicable

• the Director is not a member of such Board committee

Diversity elements that can • Age be contributed by the Director to the Board

• Nationality

• • Tenure

• acting as non-executive Director to exert checks and balances on the executive Directors

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Mr. Li had interests in 1,450 ordinary shares and 13,000 restricted share units of Alibaba Holding, an associated corporation of the Company within the meaning of Part XV of the SFO

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

APPENDIX II

Letter of Appointment

Mr. Li was appointed under a letter of appointment for a fixed term of one year commencing on 4 March 2019, unless terminated earlier by either party. His appointment shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Bye-laws. Mr. Li is not entitled to any Director’s fee

Basis of determination of remuneration package

not applicable (not entitled to any Director’s fee)

Relationship with other Directors, senior management or substantial or controlling Shareholders of the Company (other than his appointment as a Director)

Both Mr. Li and Mr. Yang Guang (a non-executive Director) are employees of Alibaba Group. The controlling shareholder of the Company, Ali Fortune, is indirectly held as to 60% by Alibaba Holding and as to 40% by Ant Financial

3. Mr. Zou Liang (‘‘Mr. Zou’’)

Role and functions on the Board

Non-executive Director – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for exerting checks and balances on the executive Directors

Age

46

Director since 10 November 2017

Current position(s) outside the Group

Senior director of the Public Services Department (formerly known as Payment Business Group-Business Solution & Open Platform division) of Ant Financial Group

Past offices/working experience

• General manager at 湖南遠晨投資集團 (Hunan Yuanchen Investment Group[#] ) from February 2010 to March 2015

Perspectives, skills and experience that the Director can bring to the Board

• experience in management

• knowledge in electronic payment business of Ant Financial Group which would provide valuable insight to the Board when considering collaboration initiatives with Ant Financial Group

Qualifications

• Bachelor degree in economics technology from Hunan University in the PRC

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APPENDIX II

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

• Master degree in Administration Management from Zhongnan University of Economics and Law in the PRC

• Executive master of Business Administration degree from China Europe International Business School in the PRC

Meetings attended/held during 2018:

• Board 7/8(87.5%) • Audit Committee N/A • Remuneration N/A Committee • Nomination N/A Committee • Corporate N/A Governance Committee • Risk Management and N/A* Internal Control Committee • Annual General 0/1 (0%) Meeting

N/A* = not applicable because the Director is not a member of such Board committee

Diversity elements that can • Age be contributed by the Director to the Board

• Nationality

• Tenure

• acting as non-executive Director to exert checks and balances on the executive Directors

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Mr. Zou had interests in 1,550 ordinary shares and 2,490 restricted share units of Alibaba Holding, an associated corporation of the Company within the meaning of Part XV of the SFO

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

APPENDIX II

Letter of Appointment and remuneration

Mr. Zou was appointed under a letter of appointment for a fixed term of one year commencing on 10 November 2017 (with renewal option for another year until 9 November 2019), unless terminated earlier by either party. His appointment shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Bye-laws. Mr. Zou is not entitled to any Director’s fee

Basis of determination of remuneration package

not applicable (not entitled to any Director’s fee)

Relationship with other Both Mr. Zou and Mr. Ji Gang (a non-executive Director) are Directors, senior employees of Ant Financial Group. The controlling shareholder of management or substantial the Company, Ali Fortune, is indirectly held as to 60% by Alibaba or controlling Shareholders Holding and as to 40% by Ant Financial of the Company (other than his appointment as a Director)

1. Mr. Feng Qing (‘‘Mr. Feng’’)

Role and functions on the Board

Independent non-executive Director and a member of the audit committee, the nomination committee and the remuneration committee of the Company – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for safeguarding the interests of the minority Shareholders

Age 65

Director since 4 May 2015

Current position(s) outside the Group

chairman of Beijing Yi Xin Tech Corporation

• Past offices/working • was the author of the marketing economics book titled experience ‘‘Practical Market Theory (實用市場理論)’’ which was well received by the market, and became an instrumental reading in learning western economics

• In 1983, commenced study of macroeconomics in Switzerland. After graduation, stayed in Switzerland to work at Sulzer International AG, the then one of the biggest machinery manufacturers in Switzerland, for many years

• returned to China afterwards, and was engaged in satellite communication and investment and finance related work

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APPENDIX II

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

Perspectives, skills and experience that the Director

• can bring to the Board

• corporate management skills

• extensive knowledge and experience in economics, machinery manufacturing, satellite communication, investment and finance fields

Qualifications

• graduated from the Precision Instruments faculty (精密儀器 系) of Tsinghua University, the PRC, majoring in Machinery Manufacturing Technology and Equipment (機械製造工藝及 設備)

• postgraduate student in macroeconomics of the University of Zurich in Switzerland

Meetings attended/held during 2018:

• Board 8/8 (100%)

• Audit Committee 5/5 (100%)

• Remuneration 3/3 (100%) Committee

• Nomination 3/3 (100%) Committee

• Corporate N/A* Governance Committee

• Risk Management N/A* and Internal Control Committee

• Annual General 1/1 (100%) Meeting

N/A* = not applicable because the Director is not a member of such Board committee

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

APPENDIX II

Diversity elements that can be contributed by the Director to the Board

• Age

• Nationality

• Tenure

• acting as independent non-executive Director to exert checks and balances on the executive Directors and to safeguard minority Shareholders’ interests

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Mr. Feng had interests in 375,000 Shares and share options of the Company which entitled him to subscribe for up to 750,000 Shares at an exercise price of HK$0.858 each (subject to adjustment)

Service agreement and remuneration

Mr. Feng was appointed under a renewed service agreement for a term of two years commencing from 4 May 2017, unless terminated by either party thereto giving the other party not less than one month’s notice in writing (Such agreement is intended to be further renewed by the Company for another two years commencing from 4 May 2019). His appointment shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Bye-laws. Mr. Feng is entitled to a Director’s fee of HK$200,000 per annum (without any bonus payment)

Basis of determination of remuneration package

with reference to the duties and responsibilities of Mr. Feng with the Company and the prevailing market remuneration packages for independent non-executive directors of listed issuers in Hong Kong

Relationship with other Nil Directors, senior management or substantial or controlling Shareholders of the Company (other than his appointment as a Director)

20

APPENDIX II

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

5. Dr. Gao Jack Qunyao (‘‘Dr. Gao’’)

Role and functions on the Board

Independent non-executive Director and a member of the audit committee, the nomination committee and the remuneration committee of the Company – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for safeguarding the interests of the minority Shareholders

Age

60

Director since

6 May 2015

Current position(s) outside the Group

• the adjunct professor of the Business School of The Chinese University of Hong Kong

• the founding partner and CEO of Beijing Times Digiwork Films Technology Co., Ltd. (Smart Cinema)

• the independent non-executive director of AsiaInfo Technologies Limited (a company listed on the Stock Exchange under stock code: 1675)

Past offices/working experience

• During 2015–2017, Dr. Gao was the Group Senior Vice President and CEO of International Investments and Business Operation Department of 北京萬達文化產業集團 有限公司 (Beijing Wanda Culture Industry Group Co., Ltd.[#] ); in 2017, Interim CEO of Legendary Entertainment LLC; a director of several Wanda Group companies including Legendary Entertainment LLC, AMC Entertainment Holdings, Inc. (listed on the New York Stock Exchange, NYSE: AMC) and Sunseeker International Limited; and the director for the EuropaCity (巴黎歐洲城) project

• the founder and president of Gao Entertainment LLC

• an independent director of AirMedia Group Inc. (the American depositary shares (‘‘ADSs’’) of which are listed on NASDAQ under the symbol: AMCN)

• an independent director of 萬通投資控股股份有限公司 (Vantone Holdings Co., Ltd.[#] )

• a director of Infront Sports & Media AG

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

APPENDIX II

• a director of Bona Film Group Limited (the ADSs of which are listed on NASDAQ under the symbol: BONA)

• an alternate director of Phoenix Satellite Television Holdings Limited (a company listed on the Stock Exchange under stock code: 2008)

• senior vice president of News Corporation (a company listed on NASDAQ under the symbol: NWS)

• chief executive officer of News Corporation China Investments and STAR (China) Limited

• chief representative of News Corporation, Beijing representative office

• vice president of Autodesk China

• general manager of Microsoft (China) Co., Ltd.

• general partner, executive vice president and country head (China) of Walden International, a leading venture capital firm in the United States of America

• the author of the book titled ‘‘體驗微軟 (Experience Microsoft)’’ which has a wide readership in China’s information technology (‘‘IT’’) communities

• Perspectives, skills and • corporate management skills experience that the Director can bring to the Board • extensive knowledge and experience in IT, media and entertainment, and venture capital

• Qualifications • holds a doctorate degree in Engineering from Harbin Institute of Technology, China

Meetings attended/held during 2018:

• Board 7/8 (87.5%) • Audit Committee 5/5 (100%) • Remuneration 3/3 (100%) Committee

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

APPENDIX II

• Nomination 3/3 (100%) Committee

• • Corporate N/A* Governance Committee

• Risk Management N/A* and Internal Control Committee

• • Annual General 1/1 (100%) Meeting

N/A* = not applicable because the Director is not a member of such Board committee

Diversity elements that can • Age be contributed by the Director to the Board • Nationality

• Tenure

• acting as independent non-executive Director to exert checks and balances on the executive Directors and to safeguard minority Shareholders’ interests

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Dr. Gao had interests in 750,000 Shares and share options of the Company which entitled him to subscribe for up to 750,000 Shares at an exercise price of HK$0.858 each (subject to adjustment)

Service agreement and remuneration

Dr. Gao was appointed under a renewed service agreement for a term of two years commencing from 6 May 2017, unless terminated by either party thereto giving the other party not less than one month’s notice in writing (Such agreement is intended to be further renewed by the Company for another two years commencing from 6 May 2019). His appointment shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Bye-laws. Dr. Gao is entitled to a Director’s fee of HK$200,000 per annum (without any bonus payment)

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

APPENDIX II

Basis of determination of remuneration package

with reference to the duties and responsibilities of Dr. Gao with the Company and the prevailing market remuneration packages for independent non-executive directors of listed issuers in Hong Kong

Relationship with other Nil Directors, senior management or substantial or controlling Shareholders of the Company (other than his appointment as a Director)

Save as disclosed above, as at the Latest Practicable Date, Ms. Hu, Mr. Li, Mr. Zou, Mr. Feng and Dr. Gao (i) did not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; (ii) had no interest in the Shares within the meaning of Part XV of SFO; (iii) did not hold any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) did not hold other positions with the Company and other members of the Group, or other major appointments and professional qualifications; and (v) did not have any other matters that need to be brought to the attention of the Shareholders nor did they have any other information that is required to be disclosed pursuant to any of the requirements under Rule 17.50(2) of the GEM Listing Rules.

• The English translation of the Chinese company names in this circular are included for reference only and should not be regarded as the official English translation of such Chinese company names.

24

NOTICE OF ANNUAL GENERAL MEETING

==> picture [126 x 39] intentionally omitted <==

AGTech Holdings Limited 亞博科技控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

NOTICE IS HEREBY GIVEN that an Annual General Meeting (‘‘AGM’’) of AGTech Holdings Limited (the ‘‘Company’’) will be held at 11:00 a.m. on Friday, 17 May 2019 at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

1. As ordinary business, to receive and adopt the audited financial statements and the reports of the directors (the ‘‘Directors’’) and auditors of the Company for the year ended 31 December 2018;

2. as ordinary business, to consider and if thought fit, pass the following resolutions:

3. (i) to re-elect Ms. Hu Taoye as executive Director;

4. (ii) to re-elect Mr. Li Faguang as non-executive Director;

5. (iii) to re-elect Mr. Zou Liang as non-executive Director;

6. (iv) to re-elect Mr. Feng Qing as independent non-executive Director;

7. (v) to re-elect Dr. Gao Jack Qunyao as independent non-executive Director; and

8. (vi) to authorise the board of Directors (the ‘‘Board’’) to fix the remuneration of all Directors who are re-elected at the AGM;

9. as ordinary business, to re-appoint PricewaterhouseCoopers as the auditors of the Company and its subsidiaries for the ensuing year and authorise the Board to fix the remuneration of the appointed auditors;

10. For identification purpose only

25

NOTICE OF ANNUAL GENERAL MEETING

1. as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

2. (i) ‘‘THAT:

   • (a) subject to paragraph (c), the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) shall authorise the Board during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue or the exercise of the subscription rights under the share option scheme of the Company adopted on 23 December 2014, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

   • (d) for the purpose of this resolution:

     • ‘‘Relevant Period’’ means the period from the date of 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 bye-laws of the Company or any applicable law to be held; or

     • (III) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Board to shareholders of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Board 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 outside Hong Kong).’’

26

NOTICE OF ANNUAL GENERAL MEETING

(ii) ‘‘THAT:

• (a) the exercise by the Board during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution,

‘‘Relevant Period’’ means the period from the date of 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 bye-laws of the Company or any applicable law to be held; or

• (III) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.’’

• (iii) ‘‘THAT conditional upon resolution number 4(ii) above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are purchased by the Company under the authority granted to the Board as mentioned in resolution number 4(ii) above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Board pursuant to resolution number 4(i) above.’’

Yours faithfully, By order of the Board AGTech Holdings Limited Sun Ho Chairman & CEO

The Hong Kong Special Administrative Region of the People’s Republic of China, 29 March 2019

27

NOTICE OF ANNUAL GENERAL MEETING

Registered office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Unit 3912, 39th Floor, Tower Two Times Square Causeway Bay Hong Kong

As at the date of this notice, the Board comprises (i) Mr. Sun Ho and Ms. Hu Taoye as executive Directors; (ii) Mr. Yang Guang, Mr. Li Faguang, Mr. Ji Gang and Mr. Zou Liang as non-executive Directors; and (iii) Ms. Monica Maria Nunes, Mr. Feng Qing and Dr. Gao Jack Qunyao as independent non-executive Directors.

Notes:

1. Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at any the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders shall be present at the meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. The form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the AGM, and in default the form of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude members from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

4. The register of members of the Company will be closed from Friday, 10 May 2019 to Friday, 17 May 2019 (both dates inclusive). In order to qualify for attending and voting at the forthcoming annual general meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by 4:30 p.m. on Thursday, 9 May 2019.

28