Omnibridge Holdings Limited — AGM Information 2018

Mar 28, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 Omnibridge Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 transferee.

Omnibridge Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8462)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page and the insider cover page of this circular shall have the same respective meanings as those defined in the section headed ‘‘Definitions’’ of this circular.

A notice convening the AGM to be held at Holiday Inn Express Hong Kong SoHo, 38/F, 83 Jervois Street, Sheung Wan, Hong Kong on Monday, 28 May 2018 at 11:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use in connection with the AGM is enclosed with this circular. If you are not able to attend the AGM and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or its adjournment if you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

This circular will remain on GEM website at www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of posting. This circular will also be published on the website of the Company at www.omnibridge.com.hk.

29 March 2018

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate 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 the emerging nature of companies listed on GEM, 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
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Extension of Issue Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — DETAILS OF DIRECTORS
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II— EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– ii –

DEFINITIONS

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

• ‘‘AGM’’

• the annual general meeting of the Company to be held at Holiday Inn Express Hong Kong SoHo, 38/F, 83 Jervois Street, Sheung Wan, Hong Kong on Monday, 28 May 2018 at 11:00 a.m.

• ‘‘Articles of Association’’ the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

• ‘‘Board’’ the board of Directors

• ‘‘close associate(s)’’ has the meaning ascribed thereto under the GEM Listing Rules

• ‘‘Company’’ Omnibridge Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, whose issued Shares are listed and traded on GEM (Stock code: 8462)

• ‘‘controlling shareholder(s)’’ has the meaning ascribed thereto under the GEM Listing Rules

• ‘‘core connected person(s)’’ has the meaning ascribed thereto under the GEM Listing Rules

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

• ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM as amended, supplemented or otherwise modified from time to time

• ‘‘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

• ‘‘INED(s)’’ the independent non-executive Director(s)

• ‘‘Issue Mandate’’ the general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the relevant resolution granting such mandate

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’ 24 March 2018, being the latest practicable date for ascertaining certain information prior to the printing of this circular

• ‘‘Listing Date’’ 17 July 2017, the date on which the issued Shares were initially listed on GEM

• ‘‘Nomination Committee’’ the nomination committee of the Company

• ‘‘Remuneration Committee’’

• the remuneration committee of the Company

• ‘‘Repurchase Mandate’’

• the general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the relevant resolution granting such mandate

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• ‘‘Share(s)’’ ordinary share(s) of nominal or par value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘subsidiary(ies)’’

• has the meaning ascribed thereto under the GEM Listing Rules

• ‘‘substantial shareholder(s)’’

• has the meaning ascribed thereto under the GEM Listing Rules

• ‘‘Takeovers Code’’ the Hong Kong Codes on Takeover and Mergers as amended, supplemented or otherwise modified from time to time

• ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

Omnibridge Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8462)

Executive Directors: Mr. Chew Chee Kian (Chairman) Ms. Yong Yuet Han Ms. Lo Wing Yan Emmy

Independent Non-executive Directors: Mr. Fan Chun Wah Andrew J.P. Mr. Koh Shian Wei Ms. Lam Shun Ka (formerly known as Lam Yuk Shan)

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

Principal Place of Business in Hong Kong: Unit 2701, 27/F, 69 Jervois Street, Sheung Wan Hong Kong

29 March 2018

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the proposed re-election of the Directors.

The purpose of this circular is to give you notice of the AGM and provide you with the information regarding the resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

– 3 –

LETTER FROM THE BOARD

ISSUE MANDATE

Given that the general mandate granted to the Directors to issue Shares pursuant to the written resolutions of the sole Shareholder dated 21 June 2017 will lapse at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to grant the Issue Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Issue Mandate and based on 600,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Directors will be authorised to allot, issue and deal with up to a total of 120,000,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the AGM. The Issue Mandate will end at the earliest of (i) the conclusion of the next annual general meeting; (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 any applicable laws of the Cayman Islands; and (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.

REPURCHASE MANDATE

Given that the general mandate granted to the Directors to repurchase Shares pursuant to the written resolutions of the sole Shareholder dated 21 June 2017 will lapse at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on 600,000,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Company would be allowed to repurchase a maximum of 60,000,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted, will end at the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, there were three executive Directors, namely Mr. Chew Chee Kian (‘‘Mr. Chew’’), Ms. Yong Yuet Han (‘‘Ms. Yong’’), and Ms. Lo Wing Yan Emmy (‘‘Ms. Lo’’); and three INEDs, namely Mr. Fan Chun Wah Andrew (‘‘Mr. Fan’’), Mr. Koh Shian Wei (‘‘Mr. Koh’’) and Ms. Lam Shun Ka (‘‘Ms. Lam’’).

Article 83(3) of the Articles of Association provides that any Director appointed to fill a casual vacancy on the Board shall hold office until the first general meeting of the Company after his appointment and shall then be eligible for re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting and shall then be eligible for re-election. Accordingly, Mr. Chew, Ms. Lo and Mr. Fan will retire at the AGM and all of them, being eligible, will offer themselves for re-election at the AGM.

The biographical details of each of the retiring Directors to be re-elected at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the GEM Listing Rules.

The Nomination Committee has assessed and reviewed each of the INED’s annual written confirmation of independence based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules and confirmed that all of them, namely Mr. Fan, Mr. Koh and Ms. Lam remain independent. In addition, the Nomination Committee has evaluated the performance of each of Mr. Chew, Ms. Lo and Mr. Fan for the year ended 31 December 2017 and found their performance satisfactory. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that all the retiring Directors, namely Mr. Chew, Ms. Lo and Mr. Fan stand for re-election as Directors at the AGM.

AGM

The Company will convene the AGM at 11:00 a.m. on Monday, 28 May 2018 at Holiday Inn Express Hong Kong SoHo, 38/F, 83 Jervois Street, Sheung Wan, Hong Kong, at which the resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the re-election of Directors. The notice convening the AGM is set out on pages 17 to 21 of this circular.

A form of proxy for use in connection with the AGM is enclosed with this circular. If you are not able to attend the AGM and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or its adjournment. Completion and

– 5 –

LETTER FROM THE BOARD

return of the form of proxy will not preclude any Shareholder from attending and voting in person at the AGM or its adjournment should he/she/it so wishes. If the Shareholder attends and votes at the AGM, the authority of the proxy will be revoked.

VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the 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. Therefore, all resolutions to be proposed at the AGM and contained in the notice of the AGM will be voted by way of a poll by the Shareholders.

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.

RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchased Mandate and (iii) the re-election of Directors as set out in the notice of AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM as set out in the notice of the AGM on pages 17 to 21 of this circular.

Yours faithfully, By Order of the Board Omnibridge Holdings Limited Chew Chee Kian Chairman

– 6 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the biographical details of the Directors who will retire as required by the Articles of Association and the GEM Listing Rules and are proposed to be re-elected at the AGM.

Save as disclosed below, there are no other matters concerning the re-election of each of the retiring Directors that need to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (w) of the GEM Listing Rules.

Mr. Chew Chee Kian

Mr. Chew Chee Kian (周志堅), aged 45, was appointed as an executive Director on 8 August 2016. He is the founder of the Group and the spouse of Ms. Yong Yuet Han. Mr. Chew is responsible for the overall business development, strategic planning and major decision-making of the Group.

Mr. Chew has over 15 years of experience in the human resources outsourcing and recruitment industry. He worked for Recruit Express Pte. Ltd, which mainly provides staffing solutions, from April 1997 to September 2001, and he last served as a team leader responsible for supervising recruitment services to corporate clients. He was a founding partner of Bridgegate Consultancy Pte Ltd., which mainly provides recruitment services to corporate clients, from November 2001 to December 2004, and he was responsible for business development. Bridgegate Consultancy Pte Ltd. was dissolved pursuant to section 344 of the Companies Act (Chapter 50) of Singapore (‘‘Companies Act’’). It is confirmed by Mr. Chew that the dissolution of Bridgegate Consultancy Pte Ltd. was voluntary by way of submitting an application to the Registrar on 29 December 2008 because it had ceased to carry on business or operation for more than three months immediately before the relevant application.

Mr. Chew graduated from the Management Development Institute of Singapore (Singapore) with a diploma degree in computing with management in November 2000. He has been a member of Entrepreneurs’ Organisation in Singapore since 2009.

Mr. Chew confirmed that there is no wrongful act on his part leading to the above dissolutions and is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolutions, and that his involvement in the above companies was part and parcel of his services and that no misconduct or misfeasance had been involved in the dissolution of these companies.

Mr. Chew entered into a service agreement with the Company on 21 June 2017 for an initial period from 21 June 2017 to the Listing Date and three years from the Listing Date unless terminated by either party giving at least three months’ notice in writing. As at the date of this circular, Mr. Chew is entitled to an annual director’s fee of HK$1,358,000 (and a discretionary management bonus as recommended by the remuneration committee of the Board and as approved by the Board). Mr. Chew is subject to retirement by rotation and reelection at the AGM in accordance with the Articles of Association. His emolument was determined by the Board by reference to his experience, responsibilities and duties within the Company and shall be reviewed annually by the Remuneration Committee.

– 7 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Mr. Chew was interested in 391,500,000 Shares, representing 65.25% of the issued Shares, through his controlled corporation, Omnipartners Holding Limited (‘‘Omnipartners’’), within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chew has not held any other directorships in any listed public company in the past three years nor has he held any other position within the Group.

Save as disclosed above, as at 31 December 2017, none of the Directors and the chief executive of the Company had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they are taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the Register, or were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors to be notified to the Company and the Stock Exchange.

Ms. Lo Wing Yan Emmy

Ms. Lo Wing Yan Emmy (盧詠欣), aged 45, was appointed as the chief financial officer of the Company on 8 August 2016 and an executive Director and the company secretary of the Company on 19 September 2016. She joined the Group in August 2016 and is responsible for the overall finance management and company secretarial of the Group.

Ms. Lo has over 16 years of experience in accounting, financial management and restructuring. She accumulated her accounting, restructuring and company secretarial experience from PacificNet Inc (a company listed on United States NASDAQ code of PACT) from September 2000 to August 2003, China Strategic Holdings Limited (a company listed on the Stock Exchange with stock code of 0235) from August 2004 to October 2007, Fortune Sun (China) Holdings Limited (a company listed on the Stock Exchange with stock code of 0352) from October 2007 to September 2008, Global Tech Holdings Limited (a company listed on the Stock Exchange with stock code of 0143 and on the Singapore Stock Exchange with stock code of G11) from October 2008 to June 2013 and Titan Petrochemicals Group Limited (a company listed on the Stock Exchange with stock code of 1192) from July 2013 to July 2016 and was appointed as company secretary in October 2015 and resigned in July 2016.

Ms. Lo was the independent non-executive director of Birmingham International Holdings Limited which is formerly known as Grandtop International Holdings Limited (a company listed on the Stock Exchange with stock code of 2309) from October 2002 to December 2006 and an independent non-executive director of Miko International Holdings Limited (a company listed on the Stock Exchange with stock code of 1247) from 14 April 2016 to 15 July 2017.

Ms. Lo obtained a master degree in Applied Finance in September 2004 from University of Western Sydney (Australia). She has been a member of Hong Kong Institute of Public Accountants (HKICPA) since April 2001.

– 8 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Ms. Lo entered into a service agreement with the Company on 21 June 2017 for an initial period from 21 June 2017 to the Listing Date and one year from the Listing Date until terminated in accordance with the terms of the service agreement. Ms. Lo is presently entitled to an annual salary of HK$1,500,000 from the Company. She received a total remuneration of HK$1,325,864 from the Company for the Year and such emolument may be reviewed annually by the Remuneration Committee. Ms. Lo is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. Her emolument was determined by the Board by reference to her experience, responsibilities and duties within the Company and shall be reviewed annually by the Remuneration Committee.

Save as disclosed above, Ms. Lo has not held any other directorships in any listed public company in the past three years nor has she held any other position within the Group.

As at the Latest Practicable Date, Ms. Lo did not have any interest or short position in the Shares, underlying Shares or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

Ms. Lo does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company.

– 9 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Mr. Fan Chun Wah Andrew

Mr. Fan Chun Wah Andrew (范駿華), J.P., aged 39, was appointed as an independent nonexecutive Director on 21 June 2017.

Mr. Fan was the manager of the assurance department of PricewaterhouseCoopers from September 1999 to November 2004 responsible for the management of audit projects for corporate clients and the vice president and compliance officer of the research compliance department at Citigroup Global Markets Asia Limited from April 2005 to August 2005 responsible for developing and reviewing risk matrix for the organization. Mr. Fan has been the managing director of Fan, Mitchell & Co., Limited (尚德會計師事務所有限公司) since October 2017 and the partner of Fan, Mitchell & Co. (尚德會計師 行) since September 2016, C.W. Fan & Co. Limited (泛華會計師事務所有限公司) since November 2013 and the partner of C.W. Fan & Co. (泛華會計師行) since January 2006. Mr. Fan was a director of the following companies in the last three years preceding the Latest Practicable Date:

	Name of the listed	Principal business
Period of services	companies	activities	Position	Responsibilities
February 2009 to	CIG Yangtze Ports PLC,	Investment in and	Independent	Board oversight
March 2014	whose shares are listed on	development, operation	non-executive	and independent
	the Growth Enterprise	and management of	director	management
	Market of the Stock	container ports
	Exchange (Stock Code:
	8233)
March 2013 to	Milan Station Holdings	Retail of handbags,	Independent	Board oversight
July 2015	Limited, whose shares are	fashion accessories and	non-executive	and independent
	listed on the Main Board	embellishments	director	management
	of the Stock Exchange
	(Stock Code: 1150)
March 2013 to	LT Commercial Real Estate	Property development,	Independent	Board oversight
December 2016	Limited, whose shares are	property investment,	non-executive	and independent
	listed on the Main Board	securities investment,	director	management
	of the Stock Exchange	and finance activities in
	(Stock Code: 0112)	Hong Kong, Mainland
		China, and the US
September 2015 to	On Real International	Design and manufacturer	Independent	Board oversight
August 2016	Holdings Limited, whose	of two-way radio	non-executive	and independent
	shares are listed on the	product	director	management
	Growth Enterprise Market
	of the Stock Exchange
	(Stock Code: 8245)

– 10 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

	Name of the listed	Principal business
Period of services	companies	activities	Position	Responsibilities
July 2015 to	Hong Kong Resources	Retail and franchise of	Independent	Board oversight
May 2017	Holdings Company	gold and jewellery	non-executive	and independent
	Limited, whose shares are	products in Mainland	director	management
	listed on the Main Board	China, Hong Kong, and
	of the Stock Exchange	Macau
	(Stock Code: 2882)

As at the Latest Practicable Date, Mr. Fan is the director of the following companies:

	Name of the listed	Principal business
Period of services	companies	activities	Position	Responsibilities
January 2013 to	Chuang’s China Investments	Property development	Independent	Board oversight
present	Limited, whose shares are	investment, trading and	non-executive	and independent
	listed on the Main Board	securities investment	director	management
	of the Stock Exchange	and trading in Hong
	(Stock Code: 0298)	Kong and Mainland
		China
March 2014 to	Sinomax Group Limited,	Marketing, manufacture,	Independent	Board oversight
present	whose shares are listed on	and distribution of	non-executive	and independent
	the Main Board of the	visco-elastic health and	director	management
	Stock Exchange (Stock	household products
	Code: 1418)
October 2014 to	Fulum Group Holdings	Operation of full-service	Independent	Board oversight
present	Limited, whose shares are	restaurant chain serving	non-	and independent
	listed on the Main Board	Cantonese cuisine in	executive	management
	of the Stock Exchange	Hong Kong and in the	director
	(Stock Code: 1443)	PRC
April 2015 to	Culturecom Holdings	Publishing comic books	Independent	Board oversight
present	Limited, whose shares are	and provision of media	non-executive	and independent
	listed on the Main Board	content in Hong Kong,	director	management
	of the Stock Exchange	Mainland China, and
	(Stock Code: 0343)	Macau
January 2016 to	Nameson Holdings Limited,	Knitwear manufacturers in	Independent	Board oversight
present	whose shares are listed on	the PRC	non-executive	and independent
	the Main Board of the		director	management
	Stock Exchange (Stock
	Code: 1982)

– 11 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

	Name of the listed	Principal business
Period of services	companies	activities	Position	Responsibilities
8 December 2017 to	Sanbase Corporation Limited,	Provision of interior office	Independent	Board oversight
present	whose shares are listed on	fit-out management and	non-executive	and independent
	the Growth Enterprise	solutions services	director	management
	Market of the Stock
	Exchange (Stock Code:
	8501)
20 December 2017	Space Group Holdings	Provision of fitting-out	Independent	Board oversight
to present	Limited, whose shares are	works and building	non-executive	and independent
	listed on the Growth	construction works	director	management
	Enterprise Market of the	in Macau
	Stock Exchange (Stock
	Code: 2448)
5 January 2018 to	CNC Holdings Limited,	Provision of civil	Independent	Board oversight
present	whose shares are listed on	engineering services for	non-executive	and independent
	the Growth Enterprise	the public sector in	director	management
	Market of the Stock	Hong Kong and
	Exchange (Stock Code:	television broadcasting
	8356)	business in the Asia-
		Pacific region

Note: Based on the published annual reports of the above listed companies that he has directorships as at the Latest Practicable Date and the confirmation from Mr. Fan, Mr. Fan has attended substantially all the board meetings of the above listed companies since his appointment as an independent nonexecutive director of these listed companies.

Mr. Fan received the bachelor of business administration in accounting and finance from the University of Hong Kong in December 1999 and the bachelor of laws from University of London (United Kingdom) held by the School of Professional and Continuing Education of the University of Hong Kong as an external student in August 2007. In January 2003 and September 2011, Mr. Fan was admitted as a member of the Hong Kong Institute of Public Accountants (formerly known as the Hong Kong Society of Accountants) and a fellow member of the Association of Chartered Certified Accountants respectively. He is also a member of the Hong Kong Institute of Certified Public Accountants. Mr. Fan has been a member of the 10th and the 11th Zhejiang Province Committee of the Chinese People’s Political Consultative Conference (中華人民共和國政治協商會議浙江省第十屆、第十一屆及 第十二屆委員會) since 2008. He was a member of the 4th and the 5th Shenzhen Committee of the Chinese People’s Political Consultative Conference (中華人民共和國政治協商會議廣東 省深圳市第四屆及第五屆委員會) from 2008 to 2015.

Mr. Fan entered into a letter of appointment with the Company on 21 June 2017 for an initial term of one year commencing on the Listing Date unless terminated by either party giving at least one month’s notice in writing. Pursuant to the letter of appointment, Mr. Fan is

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DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

entitled to an annual director’s fee of HK$240,000. He is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. His emolument was determined by the Board by reference to his experience, responsibilities and duties within the Company and shall be reviewed annually by the Remuneration Committee.

Save as disclosed above, Mr. Fan has not held any other directorships in any listed public company in the past three years nor has he held any other position within the Group.

As at the Latest Practicable Date, Mr. Fan did not have any interest or short position in the Shares, underlying Shares or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

Mr. Fan does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement, as required by Rule 13.08 of the GEM Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the AGM authorizing the Repurchase Mandate.

The GEM Listing Rules permit companies whose primary listing on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. SHAREHOLDERS’ APPROVAL

All proposed repurchase of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by the shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval.

2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the GEM Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 600,000,000 Shares. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate, and assuming that no further Shares are issued and no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM of passing such resolution, the Directors would be authorised to repurchase up to a maximum of 60,000,000 Shares, representing 10% of the total number of the issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

4. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

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EXPLANATORY STATEMENT

APPENDIX II

5. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s funds legally available in accordance with the law of the Cayman Islands and the memorandum and articles of association of the Company for such purpose.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full would not have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2017, being the date of its latest published audited consolidated financial statements. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

7. SHARE PRICES

The highest and lowest market prices at which the Shares had been traded on the GEM since the Listing Date and up to the Latest Practicable Date were as follows:

	Traded Price	(HK$)
Month	Highest	Lowest
2017
July (since 17 July 2017, being the Listing Date)	0.65	0.43
August	0.78	0.49
September	0.87	0.56
October	1.34	0.85
November	0.98	0.75
December	0.96	0.64
2018
January	1.11	0.91
February	1.58	0.94
March (up to and including the Latest Practicable Date)	2.00	1.43

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the AGM.

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EXPLANATORY STATEMENT

APPENDIX II

9. UNDERTAKING OF THE DIRECTORS

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 in accordance with the GEM Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

10. EFFECT OF TAKEOVERS CODE

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

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Chew, the chairman of the Board, Chief Executive Officer and a executive Director and Ms. Yong, a executive Director, Omnipartners Holdings Limited were the controlling shareholders of the Company, holding 391,500,000 Shares, representing 65.25% of the total number of the issued Shares. In the event that the Directors will exercise in full the Repurchase Mandate, the interests in the Company of each of Mr. Chew, Ms. Yong, Omnipartners Holdings Limited would be increased to approximately 72.5% of the total number of the issued Shares and such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

Assuming that there is no issue of Shares in the Company between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate in whole or in part will result in the aggregate amount of the issued share capital of the Company in the public hands falling below the prescribed minimum percentage of 25% as required by the Stock Exchange. The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in the amount of the Shares held by the public being reduced to less than 25% of the issued share capital of the Company.

11. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) since the Listing Date up to the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

Omnibridge Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8462)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ‘‘AGM’’) of Omnibridge Holdings Limited (the ‘‘Company’’) will be held at Holiday Inn Express Hong Kong SoHo, 38/F, 83 Jervois Street, Sheung Wan, Hong Kong on Monday, 28 May 2018 at 11:00 a.m. (or an adjournment thereof) for the following purposes:

As ordinary businesses

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and independent auditors of the Company and its subsidiaries for the year ended 31 December 2017;

2. 2(a) (i) To re-elect Mr. Chew Chee Kian as an executive director of the Company;

3. (ii) To re-elect Ms. Lo Wing Yan Emmy as a executive director of the Company;

4. (iii) To re-elect Mr. Fan Chun Wah Andrew as an independent non-executive director of the Company;

5. 2(b) To authorise the board of directors of the Company to fix the remuneration of the directors;

6. To re-appoint HLB Hodgson Impey Cheng Limited as the independent auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;

7. To consider 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 below, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (‘‘GEM Listing Rules’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the ‘‘Shares’’) or securities convertible into or exchangeable for Shares, or options or warrants, for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

• (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 during the Relevant Period to make or grant offers, agreements and options which 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, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any issue 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 the aggregate of 20% of the aggregate number of the Shares in issue as at the date of the passing of this Resolution and such approval shall be limited accordingly; and

• (d) for the purposes 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 to be held by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and

• (iii) the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting;

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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).’’

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider 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 below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase the issued Shares of the Company on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ‘‘Commission’’) and the Stock Exchange for this purpose, subject to and in accordance with the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws, the Code on Share Buy-backs issued by the Commission and the requirements of the GEM Listing Rules, be and is hereby generally and unconditionally approved and authorised;

• (b) the aggregate number of the Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares 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 to be held by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and

• (iii) the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company in general meeting.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT conditional upon the passing of Resolution nos. 4 and 5 set out above being passed, the general mandate granted to the Directors pursuant to Resolution no. 4 set out above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal value of the Shares in the capital of the Company repurchased under the authority granted pursuant to Resolution no. 5 set out in the above, provided that such amount shall not exceed 10% of the aggregate nominal value of the issued Shares as at the date of passing this Resolution.’’

By Order of the Board Omnibridge Holdings Limited Chew Chee Kian Chairman

Hong Kong, 29 March 2018

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

Principal Place of Business in Hong Kong: Unit 2701, 27/F, 69 Jervois Street, Sheung Wan, Hong Kong

Notes:

1. Any member of the Company (the ‘‘Member’’) entitled to attend and vote at the AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote, on a poll, instead of him/her/it. A proxy need not be a Member but must be present in person at the AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the AGM or poll concerned if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the AGM, his form of proxy will be deemed to have been revoked.

3. In order to be valid, the duly completed and, signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the AGM or adjourned meeting.

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NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 23 May 2018 to Monday, 28 May 2018 (both dates inclusive), during which period no transfer of Shares will be effected. To qualify for attending the AGM, all 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 21 May 2018.

2. In relation to the proposed Resolution no. 4 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares.

3. In relation to the proposed Resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Members. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix II to the Company’s circular dated 29 March 2018.

4. In compliance with Rule 17.47(4) of the GEM Listing Rules, voting on all proposed resolutions set out in this notice will be decided by way of a poll.

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 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. (a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. and 5:00 p.m. on the date of the AGM, the AGM will be postponed and Members will be informed of the date, time and venue of the postponed AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

7. (b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before three hours before the time for holding the AGM and where conditions permit, the AGM will be held as scheduled.

The AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

After considering their own situations, Members should decide on their own whether or not they would attend the AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

At the date of this Notice, the executive Directors are Mr. Chew Chee Kian, Ms. Yong Yuet Han and Ms. Lo Wing Yan Emmy; and the independent non-executive Directors are Mr. Fan Chun Wah Andrew J.P., Mr. Koh Shian Wei and Ms. Lam Shun Ka.

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