Lapco Holdings Limited - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 LAPCO HOLDINGS LIMITED, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

Lapco Holdings Limited 立高控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8472)

(1) PROPOSALS FOR GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) RETIREMENT AND RE-ELECTION OF DIRECTORS (3) RE-APPOINTMENT OF AUDITORS

(4) AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES AND ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES AND (5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (“ AGM ”) of LAPCO HOLDINGS LIMITED (the “ Company ”) to be held by way of electronic means on Friday, 5 May 2023 at 3:00 p.m. is set out on pages 47 to 53 of this circular.

A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the website of the Company at www.lapco.com.hk.

30 March 2023

CHARACTERISTICS OF GEM

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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

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

– i –

CONTENTS

		page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	– Explanatory Statement on the Repurchase Mandate . . . . . . .	9
Appendix II	– Details of Directors for Re-election . . . . . . . . . . . . . . . . . . . .	13
Appendix III	– Proposed Amendments to the Amended and
	Restated Memorandum and Articles . . . . . . . . . . . . . . . . . .	16
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		47

– ii –

DEFINITIONS

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

“AGM”
the annual general meeting of the Company to be convened and held by way of electronic means on Friday, 5 May 2023 at 3:00 p.m., the notice of which is set out on pages 47 to 53 of this circular
“AGM Notice”
the notice convening the AGM set out on pages 47 to 53 of this circular
“Amended and Restated the memorandum and articles of association of the Memorandum and Articles” Company adopted on 24 June 2017 and as amended from time to time
“Audit Committee”
the audit committee of the Company
“Board”
the board of Directors
“Close associate(s)”
has the same meaning ascribed to it under the GEM Listing Rules
“Company”
Lapco Holdings Limited, a company incorporated in the Cayman Islands with limited liability on 12 August 2016, the Shares of which are listed on GEM of the Stock Exchange
“Core connected person(s)” has the same meaning ascribed to it under the GEM Listing Rules
“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
“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 People’s Republic of China

– 1 –

DEFINITIONS

“Issue Mandate”
“Latest Practicable Date”
“Listing Date”
“Proposed Amendments”
“Remuneration Committee”
“Repurchase Mandate”
“SFO”
“Share(s)”
“Shareholder(s)”
“Stock Exchange”
“Takeovers Code”
“%”
a general and unconditional mandate proposed to be granted to the Directors to exercise all power of the Company to allot, issue and otherwise deal with Shares of up to 20% of the issued share capital of the Company as at the date of the AGM as set out in resolution number 4 of the AGM Notice
28 March 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
18 July 2017, being the date of listing of the Shares on GEM
the proposed amendments to the Amended and Restated Memorandum and Articles of Association as set out in Appendix III to this circular
the remuneration committee of the Company
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares up to 10% of the issued share capital of the Company as at the date of the AGM, as set out in resolution number 5 in the AGM Notice
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time
ordinary share(s) with nominal value of HK$0.01 each in the share capital of the Company
the holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong
per cent

– 2 –

LETTER FROM THE BOARD

Lapco Holdings Limited 立高控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8472)

Executive Director:

Mr. Tam Yiu Shing, Billy Independent non-executive Directors: Mr. Mak Kwok Kei Ms. Lam Kit Yan Mr. Ho Kin Wai

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

Principal place of business in Hong Kong: Unit No. 301A, 3/F., Tower III Enterprise Square 9 Sheung Yuet Road Kowloon Bay Kowloon Hong Kong

30 March 2023

To the Shareholders

Dear Sirs/Madams,

(1) PROPOSALS FOR GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) RETIREMENT AND RE-ELECTION OF DIRECTORS

(3) RE-APPOINTMENT OF AUDITORS

(4) AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES AND ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES AND (5) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (ii) set out an explanatory statement on the Repurchase Mandate; (iii) furnish you with details of (a) the proposed re-election of the retiring Directors; (b) the proposed re-appointment of the auditors; and (c) the proposed amendments to the Amended and Restated Memorandum and Articles; and (iv) give you the AGM Notice.

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

The Company’s existing mandate to issue Shares was approved by its then Shareholders on 6 May 2022. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the Directors a new general and unconditional mandate to allot, issue and otherwise deal with Shares of up to 20% of the issued share capital of the Company as at the date of the passing of the proposed relevant resolution.

In addition, a separate ordinary resolution will be proposed at the AGM to extend the Issue Mandate by the addition of those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).

The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).

The Issue Mandate allows the Company to allot, issue and otherwise deal with Shares only during the period ending on 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 to be held by the Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company (the “ Relevant Period ”).

As at the Latest Practicable Date, the issued share capital of the Company comprised 400,000,000 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Directors would be authorised to allot, issue and otherwise deal with a maximum of 80,000,000 new Shares under the Issue Mandate, representing 20% of the issued share capital of the Company as at the date of the AGM.

GENERAL MANDATE TO REPURCHASE SHARES

The Company’s existing mandate to repurchase Shares was approved by its then Shareholders on 6 May 2022. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors a new general and unconditional mandate to repurchase Shares of up to 10% of the issued share capital of the Company as at the date of the passing of the proposed relevant resolution. The Repurchase Mandate allows the Company to make repurchases only during the Relevant Period.

As at the Latest Practicable Date, the issued share capital of the Company comprised 400,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Company would be allowed to repurchase a maximum of 40,000,000 Shares under the Repurchase Mandate, representing 10% of the issued share capital of the Company as at the date of the AGM.

– 4 –

LETTER FROM THE BOARD

An explanatory statement required to be sent to the Shareholders under the GEM Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Repurchase Mandate to the Shareholders.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with the Articles of Association, Mr. Tam Yiu Shing, Billy, Mr. Ho Kin Wai and Ms. Lam Kit Yan will retire from office as Directors and being eligible, have offered themselves for re-election as Directors at the AGM.

Details of the above retiring Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the GEM Listing Rules.

RE-APPOINTMENT OF AUDITORS

Deloitte Touche Tohmatsu will retire as the external auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment. Upon the recommendation of the Audit Committee, the Board proposes to re-appoint Deloitte Touche Tohmatsu as the external auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES AND ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 14 March 2023.

The Board proposes to amend the Amended and Restated Memorandum and Articles for the purposes of (i) conforming to the core shareholder protection standards as set out in Appendix 3 of the GEM Listing Rules which took effect from 1 January 2022; (ii) allowing the Company to hold hybrid and electronic meetings; and (iii) reflecting certain updates in relation to the applicable laws of the Cayman Islands and the GEM Listing Rules and making other housekeeping amendments.

Details of the Proposed Amendments are set out in Appendix III to this circular. The legal advisors to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the Proposed Amendments comply with the requirements of the GEM Listing Rules and are not inconsistent with the laws of the Cayman Islands. The Company also confirmed that there is nothing unusual about the Proposed Amendments.

The Proposed Amendments and the adoption of the second amended and restated memorandum and articles of association of the Company incorporating the Proposed Amendments are subject to the Shareholders’ approval by way of a special resolution at the AGM.

– 5 –

LETTER FROM THE BOARD

The second amended and restated memorandum and articles of association of the Company are written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the second amended and restated memorandum and articles of association of the Company are for reference only. Should there be any discrepancy, the English version shall prevail.

AGM

A notice convening the AGM to be held by way of electronic means on Friday, 5 May 2023 at 3:00 p.m. is set out on pages 47 to 53 of this circular.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of poll by the Shareholders.

Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the AGM) for the proxy to receive the login access code to participate online in Tricor e-Meeting System.

Registered Shareholders will be able to attend the AGM, vote and submit questions online via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company.

Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the AGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the “ Intermediary ”) and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the AGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the e-Meeting System including the login details will be emailed to them by the Company’s branch share registrar, Tricor Investor Services Limited.

If any Shareholder has any question on the arrangements of the AGM, please contact Tricor Investor Services Limited, the Company’s branch share registrar, at the following:

Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong Email: [email protected] Telephone: (852) 2980-1333

(From 9:00 a.m. to 5:00 p.m. Monday to Friday, excluding Hong Kong public holidays)

– 6 –

LETTER FROM THE BOARD

A form of proxy for use by Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 2 May 2023 to Friday, 5 May 2023, both days inclusive, during which period no transfer of Shares will be registered. For determining the entitlement of members of the Company to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Friday, 28 April 2023.

WEATHER CONDITIONS

If a Typhoon Warning Signal No. 8 or above is hoisted or a Black Rainstorm Warning is in force, or “extreme conditions” resulting from a typhoon or a rainstorm are announced by the Hong Kong Government at or any time between 9:30 a.m. and 11:30 a.m. on the date of the AGM, the AGM will be adjourned until further notice. Further announcement notifying shareholders of the details (including the date, time and venue) of the adjourned AGM will be posted on the Company’s website (www.lapco.com.hk) and the GEM website (www.hkgem.com). The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the AGM under bad weather conditions bearing in mind their own situations.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for (i) the Issue Mandate, (ii) the Repurchase Mandate, (iii) the extension of the Issue Mandate; (iv) the re-election of retiring Directors and (v) the re-appointment of the auditors, and the proposed special resolution for approval of the Proposed Amendments and adoption of the second amended and restated memorandum and articles of association are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM and as set out in the AGM Notice.

– 7 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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

Yours faithfully, By order of the Board Lapco Holdings Limited Tam Yiu Shing, Billy Executive Director and Company Secretary

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement as required under the GEM Listing Rules to provide the requisite information to Shareholders for consideration of the Repurchase Mandate pursuant to Rule 13.08 of the GEM Listing Rules.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 400,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of AGM, the Company will be allowed to repurchase a maximum of 40,000,000 Shares during the Relevant Period, representing 10% of the issued share capital of the Company as at the date of the AGM.

2. SOURCE OF FUNDS

The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from the Company’s internal resources.

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands.

3. REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of exercising the Repurchase Mandate, the Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during the period from 1 March 2022 to the Latest Practicable Date were as follows:

	Shares	Price
	Highest	Lowest
	HK$	HK$
2022
March	3.350	1.730
April	3.840	0.138
May	0.165	0.124
June	0.155	0.124
July	0.136	0.116
August	0.144	0.111
September	0.118	0.070
October	0.085	0.062
November	0.111	0.064
December	0.098	0.078
2023
January	0.089	0.074
February	0.106	0.073
March (up to the Latest Practicable Date)	0.088	0.074

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 Mandate and in accordance with the constitutive documents of the Company, the GEM Listing Rules and the applicable laws of the Cayman Islands.

6. EFFECT OF THE TAKEOVERS CODE

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

– 10 –

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:

			Approximate	percentage of
			total issued Shares
			As at the	If Repurchase
			Latest	Mandate is
			Practicable	exercised in
Name	Shares Held	Nature of interest	Date	full
			(Notes)
Cheung Chun Man, Anthony	119,600,000	Interest in controlled	29.90%	33.22%
		corporation
Ravarock Financial Group	119,600,000	Beneficial interest	29.90%	33.22%
Limited
Tan Guichu	21,000,000	Beneficial interest	5.25%	5.83%

On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, the Directors are not aware of any consequences of such repurchases of Shares that would result in any Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will not repurchase the Shares on GEM if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.

7. DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

(i) As at the Latest Practicable Date, none of the Directors nor, to the best of their respective knowledge and belief and having made all reasonable enquiries, their close associates (as defined under the GEM Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders and is exercised, to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate.
(ii) As at the Latest Practicable Date, no core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. MATERIAL ADVERSE CHANGE

As compared with the financial position of the Company as at 31 December 2022 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would be material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

9. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on GEM or otherwise) from the Listing Date up to the Latest Practicable Date.

– 12 –

APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

The details of the Directors who will offer themselves for re-election at the AGM are set out as follows:

EXECUTIVE DIRECTORS

Mr. Tam Yiu Shing, Billy

Mr. Tam Yiu Shing, Billy (譚耀誠), aged 42, is our executive Director, financial controller, company secretary and compliance officer of the Group. He was appointed as our executive Director on 25 January 2019.

Mr. Tam joined the Group on 3 May 2016 as an assistant financial controller and is responsible for the overall financial administration. Prior to joining the Group, he served Eddingpharm (Hong Kong) Company Limited, a pharmaceutical company, as a finance and administrative manager from June 2012 to February 2016 and he was primarily responsible for the management of accounting and financial operations. From March 2007 to May 2012, he served PricewaterhouseCoopers Ltd., an international auditing firm, as a manager as his last position in the firm and was primarily responsible for auditing, accounting, financial due diligence, works associated with initial public offerings and mergers and acquisitions.

Mr. Tam graduated from the Hong Kong Polytechnic University with a bachelor degree in Accountancy in November 2004 and was admitted as a member of Hong Kong Institute of Certified Public Accountants in May 2010.

Mr. Tam has entered into a service agreement with the Company on 25 January 2019 for an initial term of three years commencing from the date of agreement and continuing thereafter until terminated by either party by giving not less than one month’s notice in writing to the other. He is subject to retirement by rotation at the AGM in accordance with the Articles of Association. Currently, he is entitled to a director’s fee of HK$1,209,000 per annum and a discretionary bonus, which was determined by the Board on the recommendation of the Remuneration Committee by reference to his qualifications and experience, the duties and responsibilities undertaken by him as an executive Director and the prevailing market conditions.

Mr. Tam confirmed that he is not connected to any other Directors, members of the senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Tam has not held any directorship in any other public companies, the securities of which are or have been listed on any securities market in Hong Kong or overseas in the last three years and, save as disclosed above, have not held other major appointments and professional qualifications. As at the Latest Practicable Date, Mr. Tam has no interest in the shares of the Company within the meaning of Part XV of the SFO.

There is no other matter in relation to the re-election of Mr. Tam that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

– 13 –

APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Ho Kin Wai

Mr. Ho Kin Wai (何建偉), aged 47, was appointed as our independent non-executive Director on 24 June 2017.

From December 2000 to December 2001, Mr. Ho was a programmer of The Chase Manhattan Bank, the principal business of which is providing banking service. From July 2003 to January 2009, he served as sales merchandiser of Betastar Trading Limited, the principal business of which is trading of footwear, and was responsible for sourcing footwear manufacturers, developing footwear, and handling and monitoring order process. He has acted as a director of Ever Smart International Enterprise Limited, a wholly-owned subsidiary of Jimu Group Limited (“ Jimu ”) (stock code: 8187), the issued shares of which are listed on GEM of the Stock Exchange since January 2009. Mr. Ho is one of the founders of Jimu and he was appointed as a director of Jimu in February 2015. He was then redesignated as an executive director of Jimu and appointed as its chairman and chief executive officer in September 2015. He ceased to be the chairman of Jimu with effect from December 2017; and further ceased to be CEO and resigned as executive director with effect from September 2020. He has been director of Primech Holdings Pte. Limited since June 2021 and appointed as Chairman of Primech Holdings Pte. Limited on November 2021.

Mr. Ho was an independent non-executive director of Hang Tai Yue Group Holdings Limited (stock code: 8081) whose shares are listed on GEM of the Stock Exchange from January 2019 to December 2020. He has also been a director and vice chairman of Fit Boxx Holdings Limited from May 2018 to November 2021. He was then redesignated as a non-executive director of Fit Boxx Holdings Limited. He resigned as a non-executive director with effect from August 2022.

Mr. Ho obtained a bachelor of science in management in August 1999 from Royal Holloway and Bedford New College, University of London in the UK (currently known as Royal Holloway, University of London) and a master of science in interactive multimedia in June 2001 from Middlesex University in the UK.

Mr. Ho has entered into a service agreement with the Company on 24 June 2017, which is for a term of three years commencing from the date of agreement and has been renewed for a further term of three years, provided that either party may terminate such appointment at any time by giving at least one month’s notice in writing. He is subject to retirement by rotation at the AGM in accordance with the Articles of Association. He is entitled to an annual director’s fee of HK$120,000 per annum.

Mr. Ho confirmed that he is not connected to any other Directors, members of the senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Mr. Ho has not held any directorship in any other public companies, the securities of which are or have been listed on any securities market in Hong Kong or overseas in the last three years and have not held other major appointments

– 14 –

APPENDIX II

DETAILS OF DIRECTORS FOR RE-ELECTION

and professional qualifications. As at the Latest Practicable Date, Mr. Ho has no interest in the shares of the Company within the meaning of Part XV of the SFO.

There is no other matter in relation to the re-election of Mr. Ho that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

Ms. Lam Kit Yan

Ms. Lam Kit Yan (林潔恩), aged 48, was appointed as our independent non-executive Director on 24 June 2017.

Ms. Lam has worked for international audit firms and various companies with extensive experience in financial reporting, auditing, mergers and acquisitions, compliance and initial public offerings. She had been the company secretary, chief financial officer and the authorised representative of Shandong Hi-Speed New Energy Group Limited (formerly known as Jin Cai Holdings Company Limited) (stock code: 01250), the issued shares of which are listed on the Stock Exchange from June 2013 to May 2015. From January 2016 to February 2016, Ms. Lam served as an executive director and company secretary of Aurum Pacific (China) Group Limited (stock code: 08148), the issued shares of which are listed on GEM of the Stock Exchange. In November 2016, Ms. Lam was appointed as the company secretary and chief financial officer of StarGlory Holdings Company Limited (stock code: 08213) whose shares are listed on GEM of the Stock Exchange.

Ms. Lam obtained a degree of bachelor of business administration from The Chinese University of Hong Kong in December 1997. Ms. Lam is as a certified tax adviser and a fellow member of The Taxation Institute of Hong Kong. She is also a fellow member of the Hong Kong Institute of Certified Public Accountants.

Ms. Lam has entered into a service agreement with the Company on 24 June 2017, which is for a term of three years commencing from the date of agreement and has been renewed for a further term of three years, provided that either party may terminate such appointment at any time by giving at least one month’s notice in writing. She is subject to retirement by rotation at the AGM in accordance with the Articles of Association. She is entitled to an annual director’s fee of HK$120,000 per annum.

Ms. Lam confirmed that she is not connected to any other Directors, members of the senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Ms. Lam has not held any directorship in any other public companies, the securities of which are or have been listed on any securities market in Hong Kong or overseas in the last three years and have not held other major appointments and professional qualifications. As at the Latest Practicable Date, Ms. Lam has no interest in the shares of the Company within the meaning of Part XV of the SFO.

There is no other matter in relation to the re-election of Ms. Lam that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

– 15 –

APPENDIX III PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

Details of the Proposed Amendments to the Memorandum and the Articles of Association are set out as follows:

Memorandum of Articles

Proposed Amendments

THE COMPANIES LAW ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

Lapco Holdings Limited 立高控股有限公司

(Adopted by Special Resolutions of the Company on 5 May 2023)

The Registered Office of the Company shall be at the offices of Conyers ~~odan~~ Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-111, Cayman Islands.
Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies ~~Law A~~ ct (As Revised).
The share capital of the Company is HK$100,000,000 divided into 10,000,000,000 shares of a nominal or par value of HK$0.01 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies ~~Law A~~ ct (As Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.
The Company may exercise the power contained in the Companies ~~Law A~~ ct (As Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

– 16 –

APPENDIX III PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

Articles of Association

Cover Page Proposed Amendments

THE COMPANIES ~~LAWA~~ CT (AS REVISED) OF THE CAYMAN ISLANDS

Lapco Holdings Limited 立高控股有限公司 ~~An Exempted~~ Company Limited By Shares

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

(Adopted by Special Resolutions of the Company on ~~24 June 2017~~ 5 May 2023)

Title Proposed Amendments INDEX Financial Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167

THE COMPANIES ~~LAW A~~ CT (AS REVISED) COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Lapco Holdings Limited 立高控股有限公司

(Adopted by Special Resolutions of the Company on ~~24 June 2017~~ 5 May 2023)

TABLE A

1.	The regulations in Table A in the Schedule to the Companies Revised) do not apply to the Company.	The regulations in Table A in the Schedule to the Companies Revised) do not apply to the Company.
2.	(1)
		WORD
	“Act”

– 17 –

APPENDIX III PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

“clear days”	in relation to the period of a ~~n~~Notice that period excluding the day when the ~~n~~Notice is given or deemed to be given and the day for which it is given or on which it is to take	in relation to the period of a ~~n~~Notice that period excluding the day when the ~~n~~Notice is given or deemed to be given and the day for which it is given or on which it is to take
	effect.
“clearing house”	a clearing house recognised by the laws of the jurisdiction
	in which the shares of the Company are listed or quoted on
	a stock exchange in such jurisdiction, including in the case
	of the Company, the HKSCC.
“electronic	a communication sent, transmitted, conveyed and received
communication”	by wire, by radio, by optical means or by other electron
	magnetic means in any form through any medium.
“electronic	including, without limitation, website, addresses webinars,
facilities”	webcast, video or any form of conference call systems (i.e.
	telephone, video, web or otherwise).
“electronic	a general meeting held and conducted wholly and
meeting”	exclusively by virtual attendance and participation by
	Members, proxies and/or Directors by means of electronic
	facilities.

“HKSCC”	shall have the meaning as defined in the Listing Rules.
“hybrid	a meeting convened for the (i) physical attendance and
meeting”	participation by Members, proxies and/or Directors at the
	Principal Meeting Place and where applicable, one or more
	meeting locations and (ii) virtual attendance and
	participation by Members, proxies and/or Directors by
	means of electronic facilities.

“meeting	having the meaning given to it in Articles 64A(1).
location”

“physical	a general meeting held and conducted by physical
meeting”	attendance and participation by Members, proxies and/or
	Directors at the Principal Meeting Place and/or where
	applicable one or more meeting locations.
“Principal	having the meaning given to it in Article 59(2).
Meeting Place”
“Statues”	the ~~Law A~~ct and every other law of the Legislature of the Cayman Islands for the time being in force applying to or
	affecting the Company, its memorandum of association
	and/or these Articles.

– 18 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(2) In these Articles, unless there be something within the subject within the subject or context inconsistent with such construction:
- (i) Section 8 of the Electronic Transactions ~~Law A~~ ct (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.
(2) Subject to the ~~Law A~~ ct, the Company’s Memorandum and Articles of Association and, where applicable, the rules of any Designated Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the ~~Law A~~ ct. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the ~~Law A~~ ct.
The Company may from time to time by ordinary resolution in accordance with the ~~Law A~~ ct alter the conditions of its Memorandum of Association to:
(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s Memorandum of Association (subject, nevertheless, to the ~~Law A~~ ct), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;
The Company may from time to time by special resolution, subject to any confirmation or consent required by the ~~Law A~~ ct, reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law.

– 19 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

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

– 20 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

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

– 21 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after ~~n~~ Notice to the Company of any equitable or other interest of any person other than such ~~mM~~ ember, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.
Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such ~~n~~ Notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.
On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that ~~n~~ Notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention in that behalf, unless before the expiration of such ~~n~~ Notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

– 22 –

APPENDIX III PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

35.	When any share has been forfeited, ~~n~~Notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture	When any share has been forfeited, ~~n~~Notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture	When any share has been forfeited, ~~n~~Notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture	When any share has been forfeited, ~~n~~Notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture
	shall be invalidated by any omission or neglect to give such Notice.
39.	A declaration by a Director or	the Secretary that a share has been forfeited on a
	specified date shall be conclusive evidence of the facts therein stated as against
	all persons claiming to be entitled to the share, and such declaration shall
	(subject to the execution of	an instrument of		transfer by the Company if
	necessary) constitute a good title to the share, and the person to whom the share
	is disposed of shall be registered as the		holder	of the share and shall not be
	bound to see to the application of the consideration (if any), nor shall his title to
	the share be affected by any irregularity		in or invalidity of the proceedings in
	reference to the forfeiture, sale or disposal of the share. When any share shall
	have been forfeited, ~~n~~Notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the
	forfeiture, with the date thereof, shall forthwith be made in the register, but no
	forfeiture shall be in any manner invalidated by any omission or neglect to give
	such ~~n~~Notice or make any such entry.
44.	The Register and branch register of Members, as			the case may be, shall be open
	to inspection ~~for at least two (2) hours ~~		during business hours by Members
	without charge or by any other person, upon a maximum payment of $2.50 or
	such lesser sum specified by	the Board, at the		Office or such other place at
	which the Register is kept in accordance with the ~~Law~~Act or, if appropriate, upon a maximum payment of $1.00 or such lesser sum specified by the Board at
	the Registration Office. The Register including any overseas or local or other
	branch register of Members may, after~~n~~Notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the
	requirements of any Designated Stock Exchange			or by any electronic means in
	such manner as may be accepted by the Designated Stock Exchange to that
	effect, be closed at such times or for such periods not exceeding in the whole
	thirty (30) days in each year as the Board may determine and either generally or
	in respect of any class of shares.
45.	(b) determining the Members entitled to receive~~n~~Notice of and to vote at any general meeting of the Company.

– 23 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

48.	(4) Unless the Board otherwise agrees (which agreement may be on such	(4) Unless the Board otherwise agrees (which agreement may be on such	(4) Unless the Board otherwise agrees (which agreement may be on such
	terms and subject to such conditions as the Board in its absolute
	discretion may from time to time determine, and which agreement the
	Board shall, without giving any reason therefor, be		entitled in its absolute
	discretion to give or withhold), no shares upon		the Register shall be
	transferred to any branch register nor shall	shares	on any branch register
	be transferred to the Register or any other branch register and all
	transfers and other documents of title shall be lodged for registration, and
	registered, in the case of any shares on a branch register, at the relevant
	Registration Office, and, in the case of any shares		on the Register, at the
	Office or such other place at which the Register is kept in accordance with
	the ~~LawA~~ct.
49.	(c) the instrument of transfer is lodged at the Office		or such other place at
	which the Register is kept in accordance with the ~~Law A~~ct or the Registration Office (as the case may be) accompanied by the relevant
	share certificate(s) and such other evidence as the		Board may reasonably
	require to show the right of the transferor to make the transfer (and, if the
	instrument of transfer is executed by some other person on his behalf, the
	authority of that person so to do); and
50.	If the Board refuses to register a transfer of any	share, it shall, within two (2)
	months after the date on which the transfer was lodged with the Company, send
	to each of the transferor and transferee ~~n~~Notice of the refusal.
51.	The registration of transfers of shares or of any class of shares may, after
	~~n~~Notice has been given by advertisement in any newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange
	to that effect be suspended at such times and for such periods (not exceeding in
	the whole thirty (30) days in any year) as the Board may determine.
53.	Any person becoming entitled to a share in consequence of the death or
	bankruptcy or winding-up of a Member may, upon such		evidence as to his title
	being produced as may be required by the Board, elect either to become the
	holder of the share or to have some person nominated by him registered as the
	transferee thereof. If he elects to become the holder he shall notify the Company
	in writing either at the Registration Office or Office, as the case may be, to that
	effect. If he elects to have another person registered he shall execute a transfer
	of the share in favour of that person. The provisions of these Articles relating to
	the transfer and registration of transfers of shares shall apply to such~~n~~Notice or transfer as aforesaid as if the death or bankruptcy of the Member had not
	occurred and the ~~n~~Notice or transfer were a transfer signed by such Member.

– 24 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

55.	(2)(c) the Company, if so required by the rules governing the listing of shares on	(2)(c) the Company, if so required by the rules governing the listing of shares on
	the Designated Stock Exchange, has given ~~n~~Notice to, and caused advertisement in newspapers in accordance with the requirements of, the
	Designated Stock Exchange to be	made of its intention to sell such shares
	in the manner required by the Designated Stock Exchange, and a period
	of three (3) months or such shorter period as may be allowed by the
	Designated Stock Exchange has elapsed since the date of such
	advertisement.
56.	~~An annual general meeting of t~~The Companymust hold a general meeting as its annual general meeting in addition to any other general meeting in each
	financial year, and such annual general meeting shall be held within six (6)
	months after the end of each financial	year (or such longer period as the HK
	Stock Exchange may authorise) and shall specify the meeting as such in the Notice calling it. ~~shall be held ~~The annual general meeting shall be held ~~in each~~
	~~year other than the year of the Company’s adoption of these Articles (within a~~
	~~period of not more than fifteen (15) ~~	~~months after the holding of the last~~
	~~preceding annual general meeting or not more than eighteen (18) months after~~
	~~the date of adoption of these Articles, unless a longer period would not infringe~~
	~~the rules of the Designated Stock Exchange, if any) ~~at such time and place as
	may be determined by the Board.
57.	Each general meeting, other than an annual general meeting, shall be called an
	extraordinary general meeting. General	meetings may be held in any part of the
	world as may be determined by the Board. All general meetings (including an
	annual general meeting, any adjourned	meeting or postponed meeting) may be
	held as a physical meeting in any part of the world and at one or more locations
	as provided in Article 59, as a hybrid meeting or an electronic meeting, as may
	be determined by the Board in its absolute discretion.

– 25 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Member(s) (including a recognised clearing house (or its nominee(s))) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per share basis in the share capital of the Company, shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition and the foregoing Member(s) shall be able to add resolution to the meeting agenda; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
(1) An annual general meeting must be called by Notice of not less than twenty-one (21) ~~clear~~ days ~~and not less than twenty (20) clear business days~~ . All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) ~~clear~~ days ~~and not less than ten (10) clear business days~~ but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter ~~n~~ Notice, subject to the ~~Law A~~ ct, if it is so agreed:
(2) The ~~n~~ Notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. If there is more than one meeting location as determined by the Board pursuant to Article 64A(1), the principal place of the meeting (the “ Principal Meeting Place ”), if the general meeting is to be hybrid meeting or electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting (which electronic facilities may vary time to time and from meeting to meeting as the Board, in its absolute discretion, may see fit) or where such details will be made available by the Company prior to the meeting. The ~~n~~ Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such ~~n~~ Notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

– 26 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(1)(d) appointment of Auditors (where special ~~n~~ Notice of the intention for such appointment is not required by the ~~Law A~~ ct) and other officers;
(2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) (including attendance by electronic means) by its duly authorised representative shall form a quorum for all purposes.
If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place(s) or to such time and (where applicable) such place(s) and in such form and manner referred to in Article 59(2) as the chairman of the meeting (or in default, the Board) may absolutely determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.
(a) The chairman of the Company or if there is more than one chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman at a general meeting. If at any meeting no chairman, is present within fifteen (15) minutes after the time appointed for holding the meeting, or is willing to act as chairman, the deputy chairman of the Company or if there is more than one deputy chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman. If no chairman or deputy chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.
(b) If the chairman of a general meeting is participating in the general meeting using an electronic facility or facilities and becomes unable to participate in the general meeting using such electronic facilities, another person (determined in accordance with 63(a) above) shall preside as a chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

– 27 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

Subject to Article 64C, ~~T~~ the chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ ~~n~~ Notice of the adjourned meeting shall be given specifying the details as provided in Article 59(2) ~~time and place~~ of the adjourned meeting but it shall not be necessary to specify in such ~~n~~ Notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give ~~n~~ Notice of an adjournment.

64A. (1) (2)	The Board may, at its absolute discretion, arrange for persons entitled to a	The Board may, at its absolute discretion, arrange for persons entitled to a
	attend a general meeting to do so by simultaneous attendance and
	participation by means of electronics facilities at such location or
	locations (“meeting location(s)”) determined by the Board at its absolute
	discretion. Any Member or any proxy attending and participating in such
	way or any Member or proxy attending and participating in an electronic
	meeting or a hybrid meeting by means of electronic facilities is deemed to
	be present at and shall be counted in the quorum of the meeting. All general meetings are subject to the following and, where appropriate,
	all references to a “Member” or “Members” in this sub-paragraph (2)
	shall include a duly authorised representative or duly authorised
	representatives or a proxy or proxies respectively; (a) where a Member is attending a meeting location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced as if it has commenced at the Principal Meeting Place; (b) Members present in person or by proxy at a meeting location and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting in question is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all meeting locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
	(a) (b)
		of a hybrid meeting, the meeting shall be treated as having
		commenced as if it has commenced at the Principal Meeting Place;
		Members present in person or by proxy at a meeting location
		and/or Members attending and participating in an electronic
		meeting or a hybrid meeting by means of electronic facilities shall
		be counted in the quorum for and entitled to vote at the meeting in
		question, and that meeting shall be duly constituted and its
		proceedings valid provided that the chairman of the meeting in
		question is satisfied that adequate electronic facilities are available
		throughout the meeting to ensure that Members at all meeting
		locations and Members participating in an electronic meeting or a
		hybrid meeting by means of electronic facilities are able to
		participate in the business for which the meeting has been
		convened;

– 28 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

	(c) where Members attend a meeting by being present at one of the
	meeting locations and/or where Members participating in an
	electronic meeting or a hybrid meeting by means of electronic
	facilities, a failure (for any reason) of the electronic facilities or
	communication equipment, or any other failure in the
	arrangements for enabling those in a meeting location other than
	the Principal Meeting Place to participate in the business for which
	the meeting has been convened or in the case of an electronic
	meeting or a hybrid meeting, the inability of one or more Members
	or proxies to access, or continue to access, the electronic facilities
	despite adequate electronic facilities having been made available
	by the Company, shall not affect the validity of the meeting or the
	resolutions passed, or any business conducted there or any action
	taken pursuant to such business provided that there is a quorum
	present throughout the meeting; and
	(d) if any of the meeting location is not in the same jurisdiction as the
	Principal Meeting Place and/or in the case of a hybrid meeting, the
	provisions of these Articles concerning the service and giving of
	Notice for the meeting, and the time for lodging proxies, shall apply
	by reference to the Principal Meeting Place; and in the case of an
	electronic meeting, the time for lodging proxies shall be as stated in
	the Notice for the meeting.
64B.	The Board and, at any general meeting, the chairman of the meeting, may from
	time to time make arrangements for managing attendance and/or participation
	and/or voting at the Principal Meeting Place, any meeting location(s) and/or
	participation in an electronic meeting or a hybrid meeting by means of
	electronic facilities (whether involving the issue of tickets or some other means
	of identification, passcode, seat reservation, electronic voting or otherwise) as it
	shall in its absolute discretion consider appropriate, and may from time to time
	change any such arrangements, provided that a member who, pursuant to such
	arrangements, is entitled to attend, in person or by proxy, at any meeting
	location shall be entitled so to attend at one of the other meeting locations; and
	the entitlement of any member so to attend the meeting or adjourned meeting
	or postponed meeting at such meeting location or meeting locations shall be
	subject to any such arrangements as may be for the time being in force and by
	the Notice of meeting or adjourned meeting or postponed meeting stated to
	apply to the meeting.

– 29 –

APPENDIX III PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

64C. If it appears to the chairman of the general meeting that:

(a) the electronic facilities at the Principal Meeting Place or at such other meeting location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 59 or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or (b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or (c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or (d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his absolute discretion without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid. 64D. The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

– 30 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

64E. If, after the sending of the Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following: (a) where a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company’s website as soon as practicable provided that failure to post such a Notice shall not affect the automatic postponement of a meeting; (b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner the Board may determine; (c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 64, unless already specified in the original notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and (d) notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Members.

– 31 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

64F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting. 64G. Without prejudice to other provisions in Article 64, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communication with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. 70. All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the ~~Law~~ Act. In the case of an equality of votes, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have. 73. (3) Members must have the right to: (a) speak at general meetings of the Company; and (b) vote at general meetings except where a Member is required, by the rules of the HK Stock Exchange, to abstain from voting to approve the matter under consideration. 75. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member, and that every Member being a corporation shall be entitled to appoint a representative to attend and vote at any general meeting of the Company and, where a corporation is so represented, it shall be treated as being present at any meeting in person. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise. 76. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

– 32 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

77.	The instrument appointing	a proxy and (if required by the Board) the power of	a proxy and (if required by the Board) the power of	a proxy and (if required by the Board) the power of
	attorney or other authority	(if any) under which it is signed, or a certified copy
	of such power or authority, shall be delivered to such place or one of such places
	(if any) as may be specified for that purpose in or			by way of note to or in any
	document accompanying the ~~n~~Notice convening the meeting (or, if no place is so specified at the Registration Office or the Office or if the Company has
	provided an electronic address in accordance with the preceding paragraph,
	shall be received at the electronic address specified, as may be appropriate) not
	less than forty-eight (48) hours before the time			appointed for holding the
	meeting or adjourned meeting at which the person named in the instrument
	proposes to vote. No instrument appointing a proxy shall be valid after the
	expiration of twelve (12) months from the		date named in it as the date of its
	execution, except at an adjourned meeting in cases where the meeting was
	originally held within twelve (12) months from			such date. Delivery of an
	instrument appointing a proxy shall not preclude a Member from attending and
	voting in person at the meeting convened		and in	such event, the instrument
	appointing a proxy shall be deemed to be revoked.
78.	Instruments of proxy shall be in any common form			or in such other form as the
	Board may approve (provided that this shall not preclude the use of the
	two-way form) and the Board may, if it thinks fit, send out with the ~~n~~Notice of any meeting forms of instrument of proxy for use at the meeting. The
	instrument of proxy shall be deemed to		confer	authority to vote on any
	amendment of a resolution put to the meeting for which it is given as the proxy
	thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be
	valid as well for any adjournment of the meeting as for the meeting to which it
	relates.
79.	A vote given in accordance with the terms		of an instrument of proxy shall be
	valid notwithstanding the previous death or insanity of the principal, or
	revocation of the instrument of proxy or of the authority under which it was
	executed, provided that no intimation in writing			of such death, insanity or
	revocation shall have been received by the Company at the Office or the
	Registration Office (or such other place as may be specified for the delivery of
	instruments of proxy in the ~~n~~Notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting
	or adjourned meeting, at which the instrument of proxy is used.

– 33 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives or proxies at any meeting of the Company or at any meeting of any class of Members (including but not limited to any general meeting and creditors meeting) provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including, the right to speak and vote and where a show of hands is allowed, the right to vote individually on a show of hands.
A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive ~~n~~ Notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Articles, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a special resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Member to sign, and where the resolution states a date as being the date of his signature thereof by any Member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Members.
(2) Subject to the Articles and the ~~Law A~~ ct, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.

(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the ~~next following~~ first annual general meeting of the Company after his appointment and shall then be eligible for re-election.

– 34 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(4) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive ~~n~~ Notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.
(5) The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director (including a managing director or other executive director) at any time before the expiration of his period of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).
(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution the Members at the meeting at which such Director is removed. Any Director so appointed shall be subject to retirement by rotation pursuant to Article 84.
No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such ~~n~~ Notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the ~~n~~ Notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the despatch of the ~~n~~ Notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

– 35 –

APPENDIX III PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive ~~n~~ Notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.
An alternate Director shall only be a Director for the purposes of the ~~Law A~~ ct and shall only be subject to the provisions of the ~~Law A~~ ct insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.
Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the ~~n~~ Notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

– 36 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

Subject to the ~~Law A~~ ct and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein.
(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested, but this prohibition shall not apply to any of the following matters namely:
(i) ~~any contract or arrangement for~~ the giving of any security or indemnity either:
- (a) to ~~such~~ the Director or his close associate(s) ~~any security or indemnity~~ in respect of money lent ~~by him or any of his close associate(s)~~ or obligations incurred or undertaken by him or any of them ~~his close associate(s)~~ at the request of or for the benefit of the Company or any of its subsidiaries;
~~(ii)~~ (b) ~~any contract or arrangement for the giving of any security or indemnity~~ to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(ii) any ~~contract or arrangement~~ proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

– 37 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(iii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including: (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his close associate(s) may benefit; or
(b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates to the Director, his close associate(s) and employee(s) of the Company or any of its subsidiaries and does not provide in respect of any Director, or his close associate(s) as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; or
(iv) any contract or arrangement in which the Director or his close associate(s) is/ are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company. ~~; or~~
~~(v) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to Directors or his close associate(s) and to employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.~~
1. (3)(c) to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the ~~Law A~~ ct.

– 38 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

102.	The Board may establish any regional or local boards or agencies for managing	The Board may establish any regional or local boards or agencies for managing	The Board may establish any regional or local boards or agencies for managing
	any of the affairs of the Company in any place, and may appoint any persons to
	be members of such local boards, or any managers or agents, and may fix their
	remuneration (either by way of salary or by commission or by conferring the
	right to participation in the profits of the Company	or by a	combination of two
	or more of these modes) and pay the working expenses of any staff employed by
	them upon the business of the Company. The Board may delegate to any
	regional or local board, manager or agent any of the powers, authorities and
	discretions vested in or exercisable by the Board (other than its powers to make
	calls and forfeit shares), with power to sub-delegate, and may authorise the
	members of any of them to fill any vacancies therein and to act notwithstanding
	vacancies. Any such appointment or delegation may be made upon such terms
	and subject to such conditions as the Board may think fit,		and the Board may
	remove any person appointed as aforesaid, and	may revoke or vary such
	delegation, but no person dealing in good faith and without ~~n~~Notice of any such revocation or variation shall be affected thereby.
104.	The Board may entrust to and confer upon a managing director, joint managing
	director, deputy managing director, an executive director or any Director any of
	the powers exercisable by it upon such terms and conditions and with such
	restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its
	own powers, and may from time to time revoke	or vary all or any of such
	powers but no person dealing in good faith and without ~~n~~Notice of such revocation or variation shall be affected thereby.
107.	The Board may exercise all the powers of the Company		to raise or borrow
	money and to mortgage or charge all or any part of the undertaking, property
	and assets (present and future) and uncalled capital of		the Company and,
	subject to the~~LawA~~ct, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the
	Company or of any third party.
110.	(1) Where any uncalled capital of the Company is charged, all persons taking
	any subsequent charge thereon shall take the same subject to such prior
	charge, and shall not be entitled, by~~n~~Notice to the Members or otherwise, to obtain priority over such prior charge.
	(2) The Board shall cause a proper register to be kept, in		accordance with the
	provisions of the ~~Law A~~ct, of all charges specifically affecting the property of the Company and of any series of debentures issued by the
	Company and shall duly comply with the requirements of the ~~LawA~~ct in regard to the registration of charges and debentures therein specified and
	otherwise.

– 39 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

119. A resolution in writing signed by all the Directors except such as are	119. A resolution in writing signed by all the Directors except such as are	119. A resolution in writing signed by all the Directors except such as are	119. A resolution in writing signed by all the Directors except such as are
temporarily unable to act through ill-health or		disability, and all the alternate
Directors, if appropriate, whose appointors are temporarily unable to act as
aforesaid shall (provided that such number is sufficient to constitute a quorum
and further provided that a copy of such resolution			has been given or the
contents thereof communicated to all the Directors for the time being entitled to
receive~~n~~Notices of Board meetings in the same manner as~~n~~Notices of meetings are required to be given by these Articles) be as valid and effectual as if a
resolution had been passed at a meeting of the Board duly convened and held.
Such resolution may be	contained in one document or in several documents in
like form each signed by one or more of the Directors or alternate Directors and
for this purpose a facsimile signature of a Director or an alternate Director shall
be treated as valid. Notwithstanding the foregoing, a resolution in writing shall
not be passed in lieu of	a meeting of the Board for the purposes of considering
any matter or business in which a substantial shareholder of the Company or a
Director has a conflict	of interest and the Board has determined that such
conflict of interest to be material.
124. (1) The officers of the Company shall consist of a chairman, the Directors and
Secretary and such additional officers (who may or may not be Directors)
as the Board may from time to time determine, all of whom shall be
deemed to be officers for the purposes of		the ~~LawA~~ct and these Articles.
125. (2) The Secretary shall attend all meetings of the Members and shall keep
correct minutes of such meetings and enter the same in the proper books
provided for the	purpose. He shall perform such other duties as are
prescribed by the~~LawA~~ctor these Articles or as may be prescribed by the Board.
127. A provision of the ~~LawA~~ct or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being
done by or to the same	person acting both as Director and as or in place of the
Secretary.
128. The Company shall cause to be kept in one or more books at its Office a Register
of Directors and Officers in which there shall		be entered the full names and
addresses of the Directors and Officers and such other particulars as required
by the ~~Law A~~ct or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and
shall from time to time notify to the said Registrar of any change that takes
place in relation to such Directors and Officers as required by the ~~LawA~~ct.

– 40 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(1)(e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express ~~n~~ Notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

(2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in subparagraphs (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express ~~n~~ Notice to the Company and its share registrar that the preservation of such document was relevant to a claim.
Subject to the ~~Law A~~ ct, the Company in general meeting may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board.
Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the ~~Law A~~ ct.

– 41 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

142.	(1)(a)(ii) the Board, after determining the basis of	allotment, shall give not	allotment, shall give not
	less than two (2) weeks’ Notice to the holders of the relevant shares
	of the right of election accorded to them	and shall send with such
	~~n~~Notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly
	completed forms of election must be lodged in order to be effective;
	(1)(b)(ii) the Board, after determining the basis of	allotment, shall give not
	less than two (2) weeks’ Notice to the holders of the relevant shares
	of the right of election accorded to them	and shall send with such
	~~n~~Notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly
	completed forms of election must be lodged in order to be effective;
143.	(1) The Board shall establish an account to be called the share premium
	account and shall carry to the credit of such account from time to time a
	sum equal to the amount or value of the premium paid on the issue of any
	share in the Company. Unless otherwise provided by		the provisions of
	these Articles, the Board may apply the share	premium account in any
	manner permitted by the~~LawA~~ct. The Company shall at all times comply with the provisions of the ~~Law A~~ct in relation to the share premium account.
146.	The following provisions shall have effect to the	extent that they are not
	prohibited by and are in compliance with the ~~LawA~~ct:
147.	The Board shall cause true accounts to be kept of the sums of money received
	and expended by the Company, and the matters in respect of which such receipt
	and expenditure take place, and of the property, assets, credits and liabilities of
	the Company and of all other matters required by the ~~Law A~~ct or necessary to give a true and fair view of the Company’s affairs and to explain its
	transactions.
149.	Subject to Article 150, a printed copy of the Directors’ report, accompanied by
	the balance sheet and profit and loss account, including		every document
	required by law to be annexed thereto, made up to the end of the applicable
	financial year and containing a summary of the assets and liabilities of the
	Company under convenient heads and a statement of income and expenditure,
	together with a copy of the Auditors’ report, shall be sent to each person
	entitled thereto at least twenty-one (21) days before the date of the general
	meeting and at the same time as the~~n~~Notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with
	Article 56 provided that this Article shall not require a copy of those documents
	to be sent to any person whose address the Company is not		aware or to more
	than one of the joint holders of any shares or debentures.

– 42 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(1) At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall appoint an ~~a~~ Auditor to audit the accounts of the Company and such ~~a~~ Auditor shall hold office until the next annual general meeting. Such ~~a~~ Auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.
(2) The Members may, at any general meeting convened and held in accordance with these Articles, by ~~special~~ ordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term and determine the remuneration of such Auditors.
(3) The appointment, removal and remuneration of the Auditors must be approved by a majority of the Members in a general meeting or by other body that is independent of the Board.
Subject to the ~~Law A~~ ct the accounts of the Company shall be audited at least once in every year.
The remuneration of the Auditor shall be fixed by the ~~Company~~ Members in general meeting or in such manner as the Members may determine.

– 43 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the ~~n~~ Notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a ~~n~~ Notice stating that the ~~n~~ Notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. In the case of joint holders of a share all ~~n~~ Notice shall be given to that one of the joint holders whose name stands first in the Register and ~~n~~ Notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the ~~n~~ Notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the ~~n~~ Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

– 44 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such M ~~m~~ embers in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.
(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the ~~Law A~~ ct, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

– 45 –

APPENDIX III

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

(3) In the event of winding-up of the Company in Hong Kong, every Member who is not for the time being in Hong Kong shall be bound, within fourteen (14) days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgements in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such Member to appoint some such person, and service upon any such appointee, whether appointed by the Member or the liquidator, shall be deemed to be good personal service on such Member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give ~~n~~ Notice thereof to such Member by advertisement as he shall deem appropriate or by a registered letter sent through the post and addressed to such Member at his address as appearing in the register, and such ~~n~~ Notice shall be deemed to be service on the day following that on which the advertisement first appears or the letter is posted.
1. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the M ~~m~~ embers of the Company to communicate to the public.
1. FINANCIAL YEAR Unless otherwise determined by the Board, the financial year end of the Company shall be 31 December in each year.

– 46 –

NOTICE OF AGM

Lapco Holdings Limited 立高控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8472)

NOTICE IS HEREBY GIVEN that an annual general meeting of Lapco Holdings Limited (the “ Company ”) will be held by way of electronic means on Friday, 5 May 2023 at 3:00 p.m. for the purpose of considering and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Company, the report of the directors of the Company (the “ Directors ”) and the report of the auditors of the Company for the year ended 31 December 2022;
(i) To authorise the board of Directors (the “ Board ”) to fix all the Directors’ remuneration; and
(ii) To re-elect:
- (a) Mr. Tam Yiu Shing, Billy as an executive Director;
- (b) Mr. Ho Kin Wai as an independent non-executive Director; and
- (c) Ms. Lam Kit Yan as an independent non-executive Director.
To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the Board to fix their remuneration.
“ THAT :
(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on GEM (the “ GEM Listing Rules ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares (“ Share ”) in the share capital of the Company or securities convertible into such shares or options, warrants, or similar right to subscribe for any shares or convertible securities 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;

– 47 –

NOTICE OF AGM

(b) the approval in paragraph (a) of this resolution 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 powers (including but not limited to the power to allot, issue and deal with additional Shares in the capital of the Company) during or after the end of the Relevant Period (as hereinafter defined);
(c) the aggregate number of Shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for shares in the capital of the Company; (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum of the Company and the articles (the “ Articles of Association ”) of the Company in force from time to time; or (iv) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the aggregate number of issued shares of the Company as at the time of passing 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 the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and
(iii) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting of the Company.

– 48 –

NOTICE OF AGM

(e) the approval in paragraph (a) of this resolution 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 powers (including but not limited to the power to allot, issue and deal with additional Shares in the capital of the Company) during or after the end of the Relevant Period (as hereinafter defined);
(f) the aggregate number of Shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for shares in the capital of the Company; (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum of the Company and the articles (the “ Articles of Association ”) of the Company in force from time to time; or (iv) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the aggregate number of issued shares of the Company as at the time of passing this resolution, and the said approval shall be limited accordingly; and
(g) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and
(iii) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting of the Company.

– 49 –

NOTICE OF AGM

“ Rights Issue ” means the allotment, issue, or grant of Shares or other securities which would or might require shares to be allotted and issued pursuant to an offer of Shares of the Company open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to overseas shareholders or 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).”

“ THAT :
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined in resolution 4(d)) of all the powers of the Company to repurchase shares in the share capital of the Company on GEM of the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and that the exercise by the Directors of all powers to repurchase such shares are subject to and in accordance with all applicable laws and requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as defined in resolution 4(d)) to procure the Company to repurchase its shares at a price determined by the Directors;
(c) the aggregate number of Shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined in resolution 4(d)) shall not exceed 10% of the aggregate number of issued shares of the Company as at the time of the passing of this resolution, and the said approval shall be limited accordingly.”

– 50 –

NOTICE OF AGM

“ THAT conditional upon the passing of resolutions 4 and 5 (as set out in the notice of this Meeting), the unconditional general mandate granted to the directors of the Company pursuant to resolution 4 (as set out in the notice of this Meeting) be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to resolution 5 (as set out in the notice of this Meeting), provided that such amount shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of passing this Resolution.”

SPECIAL RESOLUTION

To consider if thought fit, pass without amendments, the following resolutions as a special resolution:

“ THAT

(a) the proposed amendments to the existing Amended and Restated Memorandum and Articles of Association of the Company (the “ Proposed Amendments ”), the details of which are set out in Appendix III to the circular of the Company dated 30 March 2023, be and hereby approved;
(b) the second amended and restated memorandum and articles of association (the “ Second ARMA ”), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked “A” and initialed by the chairman of the meeting, be and are hereby approved and adopted in substitution for and to the exclusion of the existing Amended and Restated Memorandum and Articles of Association of the Company with immediate effect; and
(c) any Director or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/ her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Second ARMA, including without limitation, attending to the necessary filings with the Registrar of Companies in Hong Kong and the Cayman Islands.”

By order of the Board of Lapco Holdings Limited Tam Yiu Shing, Billy Executive Director and Company Secretary

Hong Kong, 30 March 2023

– 51 –

NOTICE OF AGM

Notes:

Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the AGM) for the proxy to receive the login access code to participate online in Tricor e-Meeting System.

Non-registered holders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the AGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the “ Intermediary ”) and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the AGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the e-Meeting System including the login details will be emailed to them by the Company’s branch share registrar, Tricor Investor Services Limited.

Any member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member. In addition, a proxy or proxies representing a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.
The register of members of the Company will be closed from Tuesday, 2 May 2023 to Friday, 5 May 2023, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to qualify for attending and voting at the Meeting, all transfer of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Friday, 28 April 2023.
To be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited, together with 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, at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time appointed for holding the Meeting or adjourned meeting.
Completion and delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof should such member so wish, and in such event, the instrument appointing a proxy shall be deemed revoked.
Where there are joint holders of any Share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he was solely entitled to vote, but if more than one of such joint holders are present at the Meeting, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand first on the register of members of the Company in respect of the joint holding.
In compliance with the GEM Listing Rules, all resolutions to be proposed at the AGM convened by this notice will be voted on by way of poll.

– 52 –

NOTICE OF AGM

As at the date of this notice, the board of Directors comprises one executive Director, namely Mr. Tam Yiu Shing, Billy; and three independent non-executive Directors, namely Mr. Mak Kwok Kei, Ms. Lam Kit Yan and Mr. Ho Kin Wai.

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

This notice will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least seven days after date of publication and on the website of the Company at www.lapco.com.hk.

– 53 –

AI assistant

Lapco Holdings Limited — Proxy Solicitation & Information Statement 2023

51461_rns_2023-03-30_bfdabf5f-139e-4d5f-9cb7-9b819321fb73.pdf

Lapco Holdings Limited 立高控股有限公司

(Stock Code: 8472)

(1) PROPOSALS FOR GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2) RETIREMENT AND RE-ELECTION OF DIRECTORS (3) RE-APPOINTMENT OF AUDITORS

(4) AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES AND ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES AND (5) NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

Lapco Holdings Limited 立高控股有限公司

To the Shareholders

(1) PROPOSALS FOR GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

GENERAL MANDATE TO ISSUE SHARES

GENERAL MANDATE TO REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

RE-APPOINTMENT OF AUDITORS

PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES AND ADOPTION OF THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AGM

CLOSURE OF REGISTER OF MEMBERS

WEATHER CONDITIONS

RECOMMENDATION

RESPONSIBILITY STATEMENT

1. SHARE CAPITAL

2. SOURCE OF FUNDS

3. REASONS FOR SHARE REPURCHASE

4. SHARE PRICES

5. UNDERTAKING

6. EFFECT OF THE TAKEOVERS CODE

7. DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

8. MATERIAL ADVERSE CHANGE

9. SHARE REPURCHASE MADE BY THE COMPANY

EXECUTIVE DIRECTORS

Mr. Tam Yiu Shing, Billy

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Ho Kin Wai

Ms. Lam Kit Yan

THE COMPANIES ~~LAW~~ ACT (AS REVISED) ~~EXEMPTED~~ COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

Lapco Holdings Limited 立高控股有限公司

Lapco Holdings Limited 立高控股有限公司

TABLE A

Lapco Holdings Limited 立高控股有限公司

(Stock Code: 8472)

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

“ THAT

By order of the Board of Lapco Holdings Limited Tam Yiu Shing, Billy Executive Director and Company Secretary

More from Lapco Holdings Limited

Lapco Holdings Limited Proxy Solicitation & Information Statement 2023

THE COMPANIES LAW ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES