Luxxu Group Limited — Proxy Solicitation & Information Statement 2020

Mar 10, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

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

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

Luxxu Group Limited 勵時集團有限公司

(formerly known as “Time2U International Holding Limited 時間由你國際控股有限公司”) (incorporated in the Cayman Islands with limited liability) (Stock code: 1327)

PROPOSED SHARE CONSOLIDATION; CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 27 March 2020 at 11:00 a.m. is set out on pages 13 to 15 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed with this circular.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the office of the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and delivery of the accompanying form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting should you so wish.

11 March 2020

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’

a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a ‘‘black’’ rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘Change in Board Lot Size’’

• the proposed change in board lot size of the Existing Shares for trading on the Stock Exchange from 2,000 Existing Shares to 10,000 Consolidated Shares

• ‘‘Company’’ Luxxu Group Limtied（勵時集團有限公司）, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange

• ‘‘Consolidated Share(s)’’ ordinary share(s) with a par value of HK$0.1 each in the share capital of Company upon the Share Consolidation becoming effective

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

• ‘‘EGM’’

• the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Share Consolidation

• ‘‘Group’’ the Company and its subsidiaries (from time to time)

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

• ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• ‘‘HKSCC’’ the Hong Kong Securities Clearing Company Limited ‘‘Latest Practicable Date’’ 5 March 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Committee’’ has the meaning ascribed thereto under the Listing Rules ‘‘Share(s)’’ or ‘‘Existing Share(s)’’ the ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Share Consolidation’’ the proposed consolidation of every ten (10) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company into one (1) Consolidated Share of par value of HK$0.1 each

• ‘‘Share Option(s)’’ share option(s) granted under the Share Option Scheme entitling the holders thereof to subscribe for Share(s)

• ‘‘Share Option Scheme’’ the share option scheme of the Company adopted on 19 December 2014

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent

– 2 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the EGM and is therefore for indicative purpose only.

Event	Time and Date
Date of despatch of circular with notice
and proxy form of the EGM . . . . . . . . . . . . . . . . . . . . . . .	. . . on or about Wednesday,
	11 March 2020
Latest date and time for lodging transfer documents
in order to qualify for attending and
voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 4:00 p.m. on Monday,
	23 March 2020
Closure of register of members for determining the
entitlement to attend and vote at the EGM
(both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . .	Tuesday, 24 March 2020 to
	Friday, 27 March 2020
Latest time for lodging forms of proxy for the EGM . . . . . . . . . .	. 11:00 a.m. on Wednesday,
	25 March 2020
Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . 11:00 a.m. on Friday,
	27 March 2020
Announcement of poll results of the EGM . . . . . . . . . . . . . . . .	. . . Friday, 27 March 2020

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation	. . . . . . . .	. . . . . . . . . . Tuesday, 31 March 2020
First day of free exchange of existing share
certificates for new share certificates
for the Consolidated Shares . . . . . . .	. . . . . . . .	. . . . . . . . . . Tuesday, 31 March 2020
Commencement of dealing in the Consolidated Shares		. . . . . . . . . . . . 9:00 a.m. on Tuesday,
		31 March 2020
Original counter for trading in the Existing	Shares
in board lots of 2,000 Existing Shares (in the form of
existing share certificates) temporarily closes . . . .		. . . . . . . . . . . . 9:00 a.m. on Tuesday,
		31 March 2020

– 3 –

EXPECTED TIMETABLE

Event Time and Date
Temporary counter for trading in the Consolidated Shares
in board lots of 200 Consolidated Shares (in the form of
existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday,
31 March 2020
Original counter for trading in the Consolidated Shares
in new board lots of 10,000 Consolidated Shares
(in the form of new share certificates for
the Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday,
16 April 2020
Parallel trading in the Consolidated Shares
(in the Form of new share certificates
for the Consolidated Shares and existing
share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday,
16 April 2020
Designated agent starts to stand in the market to
provide matching services for odd lots of
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday,
16 April 2020
Temporary counter for trading in the Consolidated Shares
in board lots of 200 Consolidated Shares (in the form of
existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday,
8 May 2020
Parallel trading in the Consolidated Shares (in the Form of
new share certificates for the Consolidated Shares
and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday,
8 May 2020
Designated agent ceases to stand in the market to
provide matching services for odd lots of
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday,
8 May 2020
Last day for free exchange of existing share
certificates for new share certificates for
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 12 May 2020
Note: All times and dates in this circular refer to Hong Kong local times and dates. Dates or deadlines specified in the
expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the
expected timetable will be published or notified to the Shareholders as and when appropriate.

– 4 –

LETTER FROM THE BOARD

Luxxu Group Limited 勵時集團有限公司

(formerly known as “Time2U International Holding Limited 時間由你國際控股有限公司”) (incorporated in the Cayman Islands with limited liability) (Stock code: 1327)

Executive Directors: Mr. See Ching Chuen Mr. Yang Xi Mr. Zou Weikang

Independent non-executive Directors: Mr. Yu Chon Man Ms. Duan Baili Mr. Zhong Weili

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

Principal place of business in Hong Kong: Room 17, 17/F, Block 1 Enterprise Square I 9 Sheung Yuet Road Kowloon Bay, Kowloon Hong Kong 11 March 2020

To the Shareholders,

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION; CHANGE IN BOARD LOT SIZE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcements of the Company dated 20 February 2020 in respect of the proposed Share Consolidation and Change in Board Lot Size. The purpose of this circular is to provide you among other things, details of (i) the Share Consolidation; (ii) the Change in Board Lot Size and (iii) the notice of the EGM to be convened.

– 5 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) Existing Shares will be consolidated into one (1) Consolidated Share.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

• (i) the passing of the ordinary resolution to approve the Share Consolidation by the Shareholders at the EGM;

• (ii) the compliance with all relevant procedures and requirements under the laws of Cayman Island (where applicable); and

• (iii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares.

The Share Consolidation will become effective on the second Business Day immediately following the fulfilment of the above conditions.

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$130,000,000 divided into 13,000,000,000 Shares of par value of HK$0.01 each, of which 3,456,000,000 Shares have been issued and are fully paid or credited as fully paid. Assuming that no further Shares are issued or repurchased between the date of this announcement and the date of the EGM, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$130,000,000 divided into 1,300,000,000 Consolidated Shares of par value of HK$0.1 each, of which 345,600,000 Consolidated Shares will be in issue.

The Outstanding Options

As at the Latest Practicable Date, there are outstanding Share Options for subscription of an aggregate of 381,670,000 Shares under the Share Option Scheme. The outstanding Share Options will entitle the holders thereof to subscribe for up to 36,070,000 Shares in aggregate of HK$0.01 each of the Company under the exercise price of HK$0.726 per Share and 345,600,000 Shares in aggregate of HK$0.01 each of the Company under the exercise price of HK$0.041 per Share. The Share Consolidation may lead to adjustments to the exercise price and/or the number of Consolidated Shares falling to be issued upon exercise of the outstanding Share Options pursuant to the terms and conditions of the Share Option Scheme and the Listing Rules.

– 6 –

LETTER FROM THE BOARD

Upon the Share Consolidation becoming effective, the outstanding Share Options will entitle the holders thereof to subscribe for up to 3,607,000 Consolidated Shares in aggregate of HK$0.1 each of the Company under the exercise price of HK$7.26 per Consolidated Share and 34,560,000 Consolidated Shares in aggregate of HK$0.1 each of the Company under the exercise price of HK$0.41 per Consolidated Share.

The aforementioned adjustment is agreed by the auditor of the Company.

Save for the aforesaid, the Company does not have any options outstanding under any share option scheme of the Company or any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares as at the Latest Practicable Date.

Status of the Consolidated Shares

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other. The Share Consolidation will not result in any change in the rights of the Shareholders. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Listing Application

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, upon the Share Consolidation being effective, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

No part of the share capital of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

– 7 –

LETTER FROM THE BOARD

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of existing share certificates held by such holder.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lot size of 2,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 2,000 Existing Shares to 10,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.017 per Existing Share (equivalent to HK$0.17 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the market value of each board lot of 10,000 Consolidated Shares, assuming the Share Consolidation and the change in board lot size had already become effective, would be HK$1,700.

ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this facility should contact China Prospect Securities Limited at Units 1113A & 1115, 11/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong (telephone number: (852) 38991600 during office hours (i.e. 9:00 a.m. to 6:00 p.m.) of such period).

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

– 8 –

LETTER FROM THE BOARD

EXCHANGE OF SHARE CERTIFICATES

Subject to the Share Consolidation becoming effective, Shareholders may during the specified period submit share certificates for Existing Shares (in pink colour) to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in exchange, at the expense of the Company, for new share certificates (in blue colour) for Consolidated Shares. Thereafter, certificates for Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate for Existing Shares cancelled or each new share certificate issued for Consolidated Shares, whichever number of certificates cancelled/issued is higher.

After 4:10 p.m. on Friday, 8 May 2020, trading will only be in Consolidated Shares. Share certificates for the Existing Shares will remain effective as documents of title and may be exchanged for share certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019 has further stated that (i) market price of the Shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

In view of the recent trading prices of the Shares at a level less than HK$0.1 and the existing board lot value being less than HK$2,000, the proposed Share Consolidation will increase the nominal value of the Shares and would bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange. As such, it would (i) enable the Company to comply with the trading requirements under the Listing Rules; and (ii) reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade.

– 9 –

LETTER FROM THE BOARD

It is expected that the Share Consolidation and Change in Board Lot Size will bring about a corresponding upward adjustment in the trading price per Consolidated Share on the Stock Exchange and will increase the value of each board lot of the Consolidated Shares to more than HK$2,000. With a higher trading price of the Consolidated Shares will enhance the Company’s corporate image and reduce the transaction and handling costs as a proportion of the market value of each board lot, the Board believes that it will make investing in the Shares more attractive to a broader range of investors, in particular to institutional investors whose house rules might otherwise prohibit or restrict trading in securities that are priced below a prescribed floor, and thus further broaden the shareholder base of the Company. The Share Consolidation will not have any adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders.

Taking into account the daily closing prices of the Shares during the period from 1 January 2019 up to and including the Latest Practicable Date (the ‘‘Review Period’’) ranged from HK$0.017 to HK$0.050. By considering the average daily closing price for the Review Period of HK$0.033 and the board lot size of 10,000, the value per board lot during the Review Period were higher than HK$2,000. As such, the Board considers that the Share Consolidation would enable the Company to comply with the trading requirements under the Listing Rules.

In order to reduce transaction and registration costs incurred by the Shareholders and investors of the Company, the Board proposes to implement the Share Consolidation. It is expected that the Share Consolidation, together with the Change in Board Lot Size, will increase the value of each board lot of the Consolidated Shares to more than HK$2,000 and thereby attract more investors and thus further broaden the shareholder base of the Corporation.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any concrete plan to conduct any fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

In view of the above reasons, the Board considers the Share Consolidation and Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole.

– 10 –

LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 27 March 2020 at 11:00 a.m. is set out on pages 13 to 15 of this circular. At the EGM, ordinary resolution in respect of proposed Share Consolidation and Change in Board Lot Size will be proposed to the Shareholders.

To the best knowledge of the Directors, no Shareholders have a material interest in the proposed Share Consolidation and the Change in Board Lot Size and accordingly, no Shareholders will have to abstain from voting at the EGM.

Whether or not you are able to attend the EGM, you are requested to complete and return the form of proxy accompanying this circular in accordance with the instructions printed thereon as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the EGM (i.e. 11:00 a.m. on Wednesday, 25 March 2020 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the resolution put to the vote at the EGM will be taken by way of poll. After the conclusion of the EGM, the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

In response to the coronavirus outbreak and in the interest of everyone’s health and safety, please note the following additional measures on 27 March 2020:

1. Shareholders should ensure to wear masks before entering the EGM venue; and

2. All participants (i.e. Directors, shareholders and working staffs) have to do body temperature measurement before entering the EGM venue. Anyone with body temperature higher than 38°C is not permitted to enter the EGM venue and should leave the EGM venue immediately.

– 11 –

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 Listing Rules for the purpose of giving information with regard to the issuer. 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.

RECOMMENDATION

The Directors consider that the proposed Share Consolidation and the Change in Board Lot Size is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolution at the EGM.

Yours faithfully For and on behalf of the Board of Luxxu Group Limited Yang Xi

Executive Director

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Luxxu Group Limited 勵時集團有限公司

(formerly known as “Time2U International Holding Limited 時間由你國際控股有限公司”) (incorporated in the Cayman Islands with limited liability) (Stock code: 1327)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Luxxu Group Limited (the ‘‘Company’’)will be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Friday, 27 March 2020 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:-

ORDINARY RESOLUTION

‘‘THAT subject to the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the day of passing of this resolution, being a day on which the shares of the Company are traded on the Stock Exchange:

• (a) every ten (10) issued and unissued shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of HK$0.1 each (each a ‘‘Consolidated Share’’), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company (the ‘‘Share Consolidation’’);

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the ‘‘Directors’’) of the Company may think fit; and

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing.’’

Yours faithfully For and on behalf of the Board of Luxxu Group Limited Yang Xi Executive Director

Hong Kong, 11 March 2020

Registered office: Principal place of business in Hong Kong: Cricket Square Room 17, 17/F, Block 1 Hutchins Drive Enterprise Square I P.O. Box 2681 9 Sheung Yuet Road Grand Cayman Kowloon Bay, Kowloon KY1-1111 Hong Kong Cayman Islands

As at the date of this notice, the Board comprises Mr. Sze Ching Chuen, Mr. Yang Xi and Mr. Zou Weikang as Executive Directors; and Mr. Yu Chon Man, Ms. Duan Baili and Mr. Zhong Weili as Independent Non-executive Directors.

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the extraordinary general meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong at least 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof.

3. The register of members of the Company will be closed from Tuesday, 24 March 2020 to Friday, 27 March 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the Extraordinary General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:00 p.m. on Monday, 23 March 2020.

– 14 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

2. The Meeting is expected to last for less than half a day. Members (in person or by proxy) attending the Meeting are responsible for their own transportation and accommodation expenses. Members or their proxies attending the Meeting shall present their identity certifications.

3. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 12:00 noon on the date of the EGM, the EGM will be postponed. The Company will make a separate announcement on this.

4. Any voting at the meeting shall be taken by poll.

5. In response to the coronavirus outbreak and in the interest of everyone’s health and safety, please note the following additional measures on 27 March 2020:

6. Shareholders should ensure to wear masks before entering the EGM venue; and

7. All participants (i.e. Directors, shareholders and working staffs) have to do body temperature measurement before entering the EGM venue. Anyone with body temperature higher than 38°C is not permitted to enter the EGM venue and should leave the EGM venue immediately.

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