Multifield International Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 25, 2025

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, solicitors, professional accountant or other professional adviser for independent advice.

If you have sold or transferred all your shares in Multifield International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

Multifield

MULTIFIELD INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 898)

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTOR;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Units 22-28, 25/F., Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong on Wednesday, 28 May 2025 at 4:30 p.m. is set out on pages 11 to 14 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

28 April 2025

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CONTENTS

Page

Definitions 1

Letter from the Board 3

Appendix I – Explanatory statement on the Buyback Mandate 7

Appendix II – Biographical details of Director proposed to be re-elected 10

Notice of the AGM 11

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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 at Units 22-28, 25/F., Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong on Wednesday, 28 May 2025 at 4:30 p.m. and any adjournment thereof

"associate(s)"
has the meaning ascribed thereto in the Listing Rules

"Board"
the board of the Directors of the Company

"Buyback Mandate"
a mandate enabling the Company to repurchase Shares

"Bye-law(s)"
the bye-laws of the Company

"Company"
Multifield International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 898)

"connected person(s)"
has the meaning ascribed thereto in the Listing Rules

"controlling shareholder(s)"
has the meaning ascribed thereto in the Listing Rules

"Director(s)"
the director(s) of the Company

"General Mandate"
a mandate enabling the Directors to issue and allot new Shares

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
16 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

"SFO"
the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
the ordinary share(s) of par value HK$0.05 each in the share capital of the Company

"Shareholder(s)"
the holder(s) of the Share(s) of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"substantial shareholder(s)"
has the meaning ascribed thereto in the Listing Rules

"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers

"%"
per cent

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LETTER FROM THE BOARD

Multifield

MULTIFIELD INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 898)

Executive Directors:
Mr. Lau Chi Yung, Kenneth (Chairman)
Mr. Lau Michael Kei Chi
(Vice-Chairman and Managing Director)
Ms. Leung Wei San Saskia

Registered office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda

Independent Non-executive Directors:
Mr. Lo Mun Lam, Raymond
Mr. Lo Kam Cheung, Patrick
Mr. Tsui Ka Wah
Mr. Ng Sing Yip

Head office and principal place of business in Hong Kong:
Units 22-28, 25/F.
Tower A, Southmark
11 Yip Hing Street
Wong Chuk Hang
Hong Kong

28 April 2025

To the Shareholders

Dear Sir or Madam,

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTOR;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM, and to provide you with details of, among other matters, (i) the general mandates to issue and repurchase Shares; and (ii) the re-election of retiring Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Resolutions will be proposed at the AGM to seek Shareholders' approval for, among other matters, (i) the renewal of the General Mandate enabling the Directors to issue and allot new Shares up to 20% of the total number of issued Shares, amounting to 167,214,843 Shares, as at the date of passing such resolution, on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution at the AGM; (ii) the grant of the Buyback Mandate enabling the Company to repurchase Shares up to 10% of the total number of issued Shares as at the date of passing of such resolution; and (iii) conditional upon the passing of the ordinary resolutions to approve the renewal of the General Mandate and the grant of the Buyback Mandate at the AGM, the extension of the General Mandate by an amount representing the total number of Shares repurchased by the Company under the Buyback Mandate, up to a maximum of 10% of the total number of issued Shares as at the date of passing of such resolution.

An explanatory statement containing the requisite information as required by the relevant provisions in the Listing Rules, which regulates the repurchase by companies with a primary listing on the Stock Exchange of their own shares on the Stock Exchange, is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTOR

In accordance with the Bye-laws, Mr. Tsui Ka Wah ("Mr. Tsui"), an independent non-executive Director, will retire by rotation and, being eligible, will offer himself for re-election at the AGM. On the recommendation of the nomination committee of the Company (the "Nomination Committee"), the Board proposes to the Shareholders for re-election of Mr. Tsui.

The proposed re-election of Mr. Tsui as an independent non-executive Director has been considered by the Nomination Committee taking into account the diversity aspects (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) as set out under the Board Diversity Policy of the Company and the skill mix of the Board. The Nomination Committee believes that with the knowledge and experience of Mr. Tsui in areas including corporate finance, financing, auditing, internal audit, and risk management, he will continue to make valuable contributions to the Group's business development.

The Nomination Committee has received the written confirmation of independence from Mr. Tsui, and has assessed and reviewed his independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules. The Nomination Committee is of the view that Mr. Tsui is independent to the Company.

Mr. Tsui has been serving as an independent non-executive Director since 2010. The Nomination Committee has evaluated the performance of Mr. Tsui and found he has not engaged in any executive management of the Group, but has consistently contributed independent judgement and critical mindset to the Board over the past years, in particular in areas including banking, financing, and financial management. Both the Board and the Nomination Committee are of the view that the independence of Mr. Tsui has not been affected despite he has served as an independent non-executive Director for more than 14 years.

Biographical details of Mr. Tsui are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

AGM

A notice convening the AGM to be held at Units 22-28, 25/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong on Wednesday, 28 May 2025 at 4:30 p.m. is set out on pages 11 to 14 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend 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 in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish. The resolution proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 23 May 2025 to Wednesday, 28 May 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to determine the entitlement to attend and vote at the AGM, all Share transfers accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 22 May 2025.

VOTING BY POLL

As required under Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholder has an interest in any of the resolutions to be proposed at the AGM which is materially different from the other Shareholders. Therefore, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

RECOMMENDATION

The Directors consider that (i) the proposals in respect of the General Mandates to issue and allot new Shares, the Buyback Mandate to repurchase Shares, and extension of General Mandate to issue and allot Shares repurchased; and (ii) the re-election of retiring Director are in the interests of the Company and the Shareholders. The Directors therefore recommend that the Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board
Multifield International Holdings Limited
Lau Chi Yung, Kenneth
Chairman

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

1. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Share but believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors 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 assets or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares comprised 836,074,218 Shares.

Subject to the passing of the resolution no. 6 of notice of the AGM, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 83,607,421 Shares representing 10% of the total number of issued Shares as at the date of passing of such resolution on the basis that no further Shares will be issued or repurchased prior to the date of the AGM.

1. FUNDING OF REPURCHASES

Repurchases must be funded entirely from the Company's available cash flow or working capital facilities, which will be legally available for the purpose in accordance with the Bye-laws and the laws of Bermuda. The Company is empowered by its memorandum of association and Bye-laws to purchase the Shares. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium or contributed surplus accounts of the Company. Under the laws of Bermuda, the shares so repurchased will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced so that the shares may be subsequently re-issued.

If the Buyback Mandate was exercised in full, there might be a material adverse effect on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2024). However, the Directors do not propose to exercise the Buyback Mandate to an extent which would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

4. DIRECTORS' DEALINGS AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief, having made all reasonable enquiries, any of their associates have notified the Company that they currently intend to sell Shares to the Company or its subsidiaries in the event that the proposal is approved by the Shareholders.

No connected person has notified the Company that he/she/it currently intends to sell Shares to the Company nor has any such connected person undertaken not to sell any of such Shares held by them to the Company in the event that the Company is authorised to make repurchases of the Shares under the Buyback Mandate.

5. SHARE PRICES

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

	Price per Share
	Highest HK$	Lowest HK$
2024
April	0.850	0.650
May	0.810	0.700
June	0.770	0.760
July	0.710	0.710
August	0.740	0.680
September	0.750	0.640
October	0.930	0.760
November	0.950	0.780
December	0.890	0.780
2025
January	0.940	0.830
February	0.880	0.780
March	1.000	0.820
April (up to the Latest Practicable Date)	0.840	0.770

6. SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, no Shares have been repurchased by the Company.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

7. DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the Buyback Mandate in accordance with the Listing Rules and the laws of Bermuda so far as the same may be applicable and in accordance with the regulations set out in the Bye-laws.

8. TAKEOVERS CODE CONSEQUENCES

If, as a result of a repurchase of securities, a substantial shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

In the event that the Directors exercise in full the power to repurchase the shares, the percentage shareholding of the Company held by Power Resources Holdings Limited, the substantial shareholder, would be increased from approximately 66.91% to approximately 74.34%. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any purchase to be made under the Buyback Mandate and have no intention to exercise the Buyback Mandate to such extent as to result in the number of shares which are in the hands of the public falling below 25% of the total number of issued Shares.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE DIRECTOR PROPOSED TO BE RE-ELECTED

Mr. Tsui Ka Wah, aged 72, joined the Group as an independent non-executive Director in 2010. He has 28 years of banking experience with the United States and local banks, and has held various management positions in corporate, retail and private banking. Until 2009, he was the President of Great China Region for a U.S. bank, overseeing operations in Taiwan, the People's Republic of China and Hong Kong. Since August 2013, he has held the position of Chief Executive Officer of SME Credit Company Limited. Mr. Tsui holds a Bachelor Degree and a Master Degree of Business Administration from the Chinese University of Hong Kong.

Mr. Tsui is also an independent non-executive director of Oriental Explorer Holdings Limited (Stock Code: 430), a subsidiary of the Company, Southeast Asia Properties & Finance Limited (Stock Code: 252), and Grand Ming Group Holdings Limited (Stock Code: 1271) respectively. The shares of these companies are listed on the main board of the Stock Exchange.

There is no service contract entered into between the Company and Mr. Tsui. Mr. Tsui's appointment is subject to retirement by rotation and/or re-election at annual general meeting in accordance with the Bye-laws. Mr. Tsui will be entitled to an emolument of HK$10,000 per month, which is determined by the remuneration committee of the Company and the Board with reference to his duties and responsibilities within the Company and the prevailing market conditions and will be subject to annual review.

Mr. Tsui has confirmed that he has satisfied all factors set out in Rule 3.13 of the Listing Rules in assessing his independence. Save as disclosed above, as at the Latest Practicable Date, Mr. Tsui (i) has not held any other directorships in public companies the securities of which are listed in Hong Kong or overseas in the last three years; (ii) has not held any other positions in the Company or any of its subsidiaries; (iii) does not have any interest in any shares of the Company within the meaning of Part XV of the SFO; and (iv) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, as at the Latest Practicable Date, there are no other matters that need to be brought to the attention of the Shareholders in respect of the proposed re-election of Mr. Tsui nor is there any information relating to him which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF THE AGM

Multifield

MULTIFIELD INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 898)

NOTICE IS HEREBY GIVEN that the annual general meeting of Multifield International Holdings Limited (the "Company") will be held at Units 22-28, 25/F., Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong on Wednesday, 28 May 2025 at 4:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the directors and the auditors for the year ended 31 December 2024.
2. To declare a final dividend.
3. (a) To re-elect Mr. Tsui Ka Wah as an independent non-executive director; and
   (b) To authorise the board of directors to fix the remuneration of the directors.
4. To re-appoint Beijing Xinghua Caplegend CPA Limited as auditors of the Company and to authorise the board of directors to fix their remuneration.
5. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(A) subject to paragraph (C) of this resolution, the exercise by the directors of the Company (the "Director(s)") during the Relevant Period (as hereinafter defined) of all the power of the Company to allot, issue and deal with shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF THE 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 which might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);

(C) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (A) of this resolution, otherwise than pursuant to (i) a Rights issue (as hereinafter defined), (ii) the exercise of the subscription rights attaching to any warrants of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers or employees of the Company and/or any of its subsidiaries or other eligible persons of shares or rights to acquire shares in the share capital of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of the dividend on shares of the Company in accordance with the bye-laws of the Company, or (v) any offer, agreement or option made or granted prior to the date of passing this resolution, shall not exceed 20% of the aggregate number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(D) for the purpose of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

“Rights issue” means an offer of shares open for a period fixed by the Directors to the holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised body or any stock exchange.”

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NOTICE OF THE AGM

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

(A) subject to paragraph (B) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the power of the Company to repurchase shares in the share capital of the Company and warrants, if any, issued by the Company be and is hereby generally and unconditionally approved;

(B) the amount of the securities of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (A) of this resolution shall:

(i) in the case of shares, not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution; and

(ii) in the case of warrants, if any, not exceed 10% of warrants outstanding as at the date of the passing of this resolution

and the authority pursuant to paragraph (A) of this resolution shall be limited accordingly; and

(C) for the purpose of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

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NOTICE OF THE AGM

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT conditional upon resolutions nos. 5 and 6 set out in the notice convening this meeting being duly passed, the general mandate granted to the Directors to exercise the power of the Company to allot and issue shares pursuant to resolution no. 5 set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution no. 6 set out in the notice convening this meeting, provided that such an amount shall not exceed 10% of the number of Shares in issue as at the date of the passing of this resolution.”

By Order of the Board
Multifield International Holdings Limited
Lau Chi Yung, Kenneth
Chairman

Hong Kong, 28 April 2025

Notes:

(i) The register of members of the Company will be closed from Friday, 23 May 2025 to Wednesday, 28 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the forthcoming annual general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 22 May 2025.

(ii) If the proposed final dividend is approved, the register of members of the Company will be closed from Tuesday, 3 June 2025 to Thursday, 5 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 2 June 2025.

(iii) A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and, on a poll, vote on his behalf (excluding those members holding only one share). A proxy need not be a member of the Company.

(iv) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of the power of attorney or authority, must be lodged at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for the holding of the meeting (or the adjourned meeting as the case may be).