Lumina Group Limited — AGM Information 2021

Jul 5, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) take no responsibility for the contents of this notice, 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 notice.

LUMINA GROUP LIMITED 瑩嵐集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1162)

NOTICE OF 2021 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 annual general meeting (“ 2021 AGM ”) of Lumina Group Limited (“ Company ”) will be held at Units 1203B, 1204-1205, 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 27 August 2021 at 2:00 p.m. (or an adjournment thereof) for the following purposes:

1. To receive and consider the audited consolidated financial statements and reports of the Directors and the Auditor of the Company for the year ended 31 March 2021;

2. To consider and approve, each as a separate resolution if thought fit, the following resolutions:

3. (a) To re-elect Mr. Fok Hau Fai as an Executive Director of the Company;

4. (b) To re-elect Mr. Sung Sing Yan as an Executive Director of the Company;

5. (c) To re-elect Mr. Hung Kin Sang as an Independent Non-executive Director of the Company;

6. (d) To re-elect Mr. Lee Yin Sing as an Independent Non-executive Director of the Company;

7. (e) To re-elect Mr. Wan Chun Kwan as an Independent Non-executive Director of the Company;

8. (f) To authorise the Board of Directors to fix the remuneration of Directors;

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1. To re-appoint Moore Stephens CPA Limited as the Auditor of the Company and to authorise the Board of Directors to fix their remuneration;

2. To consider as special business and, if thought fit, pass the following resolution with or without modification, as an ordinary resolution of the Company:

“ THAT :

• (a) subject to paragraph 4(c) below, and pursuant to the Rules Governing the Listing of Securities (“ Listing Rules ”) of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph 4(a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph 4(a) above, otherwise than by way of:

• (i) a Rights Issue (as defined in paragraph 4(d) below); or

• (ii) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees and/or consultants of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this resolution and the said approval be limited accordingly; and

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• (d) for the purpose of this resolution:

  • (i) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

    • I. the conclusion of the next annual general meeting of the Company;

    • II. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable laws to be held; or

    • III. the revocation or variation of the authority given under this resolution by any ordinary resolution of the shareholders in general meeting.

  • (ii) “ Rights Issue ” means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital 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 in the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).”

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

“ THAT :

• (a) subject to paragraph 5(b) below, the exercise by the Directors during the Relevant Period of all powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such

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purpose, subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, or any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph 5(a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, “Relevant Period” shall have the same meaning as defined in paragraph 4(d)(i) above.”

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

“ THAT conditional upon resolutions nos. 4 and 5 set out herein being passed, the general mandate granted to the Directors and for the time being in force to exercise the power of the Company to allot, issue or otherwise deal with additional shares pursuant to resolution no. 4 set out herein be and is hereby extended by the addition thereto of an amount representing the aggregate nominal value of shares repurchased by the Company under the authority granted pursuant to resolution no. 5 set out herein, provided that such amount shall not exceed 10% of the aggregate nominal value of the issued capital of the Company as at the date of passing of this resolution.”

By order of the Board Lumina Group Limited Fok Hau Fai

Chairman and Chief Executive Officer

Hong Kong, 5 July 2021

As at the date of this notice, the Board comprises (i) two Executive Directors, namely Mr. Fok Hau Fai and Mr. Sung Sing Yan; and (ii) three Independent Non-executive Directors, namely Mr. Hung Kin Sang, Mr. Lee Yin Sing and Mr. Wan Chun Kwan.

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Notes:

1. Pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, all the resolutions are to be voted by poll at the 2021 AGM.

2. A member entitled to attend and vote at the 2021 AGM is entitled to appoint one or, if he/she is the holder of two or more shares, more than one proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding of the 2021 AGM or any adjournment thereof.

4. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the 2021 AGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In case of joint holders of a share, any one of such joint holders may vote, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the 2021 AGM personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. For determining the entitlement to attend and vote at the 2021 AGM, the register of members of the Company will be closed from Monday, 23 August 2021 to Friday, 27 August 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to attend and vote at the 2021 AGM, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 20 August 2021.

7. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the annual general meeting, the meeting will be postponed. The Company will post an announcement on the website of the Company at www.lumina.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

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PRECAUTIONARY MEASURES FOR THE 2021 AGM

The Company will implement the following measures at the 2021 AGM, without limitation, to prevent and control the spread of the coronavirus disease 2019 (“ COVID-19 ”) and to safeguard the health and safety of the attending Shareholders, staff members of the Company and other participants:

• compulsory body temperature screening/checks and health declaration

• compulsory wearing of surgical face masks

• appropriate distancing and seating arrangement in line with the relevant laws and regulations in Hong Kong

• no serving of refreshments and beverages

• no distribution of corporate gifts

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine will be denied entry into the 2021 AGM venue. In order to safeguard the health and safety of attending Shareholders, the Company encourages Shareholders to consider NOT to attend the 2021 AGM in person, and suggests Shareholders to appoint the chairman of the 2021 AGM as their proxy to vote on the relevant resolution(s) at the 2021 AGM as an alternative to attending the 2021 AGM in person.

Subject to the development of the COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

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