P.B. Group Limited — Board/Management Information 2017

Dec 18, 2017

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 or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Feishang Non-metal Materials Technology Limited, you should at once hand this circular and the enclosed 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 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.

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Feishang Non-metal Materials Technology Limited 飛尚非金屬材料科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8331)

NOTICE OF EXTRAORDINARY GENERAL MEETING FOR APPOINTMENT AND REMOVAL OF DIRECTORS

Financial Adviser to the Company

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A notice convening an extraordinary general meeting of the Company to be held at Plaza 1&2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 26 January, 2018 at 5:00 p.m., is set out on pages 14 to 16 of this circular. A form of proxy for use at the EGM is enclosed with this circular. If you are not able to attend the extraordinary general meeting but wish to exercise your right as a shareholder, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar 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 less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. not later than Wednesday, 24 January 2018 at 5:00 p.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting if they so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of publication and will also be published on the website of the Company at http://www.fsnmmaterials.com.

18 December, 2017

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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX	– CURRICULUM VITAE OF THE PROPOSED
	DIRECTORS PROVIDED BY THE REQUISITIONIST. . . . . . . . . .	10
NOTICE OF	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . .	14

– ii –

DEFINITIONS

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

“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

“Company”

Feishang Non-metal Materials Technology Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the GEM board of the Stock Exchange (stock code: 8331)

“Directors”

the directors of the Company

“EGM”

the extraordinary general meeting of the Company to be held at Plaza 1&2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 26 January 2018 for the purposes of, among other things, considering and, if thought fit, approving the resolution set out in the Requisition Notice

“GEM”

the Growth Enterprise Market of the Stock Exchange

“GEM Listing Rules”

“Group”

the Rules Governing the Listing of Securities on GEM the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” 15 December 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

“PRC” the People’s Republic of China, and for the purposes of this circular excluding Hong Kong, the Macau Special Administrative Region, and Taiwan

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DEFINITIONS

• “Proposed Appointment”

• “Proposed Directors”

• “Proposed Removal”

• “Requisition”

• “Requisitionist”

the proposed appointment of the Proposed Directors, as set out in the Requisition Notice

• Mr. Zhang Qiang, Mr. Su Chun Xiang, Mr. Ko Yat Fei, Mr. Chow Chi Hang Tony and Ms. Shao Yu

the proposed removal of Mr. Deng Li, Mr. Zhang Yongmin, Mr. Chan Chiu Hung Alex, Mr. Zhang Shuilin and Mr. Duan Xuechen as Directors, as set out in the Requisition Notice

the requisition of the EGM to replace the Board by the Requisitionist

• A Mr. Zhang Qiang, identifying himself in the Requisition Notice as a registered member of the Company, holding an aggregate of 75,000,000 Shares of the Company, representing approximately 13.63% of the total issued share capital of the Company as at the date of the Requisition Notice

According to the disclosure of interest of the Company on Stock Exchange’s website, a Mr. Zhang Qiang, is interested in 275,000,000 Shares, representing approximately 49.58% of the total issued share capital of the Company as at the Latest Practical Date

• “Requisition Notice”

• “Share(s)”

• “Shareholder(s)”

• “Stock Exchange”

“Yu Ming”

“%”

• the requisition notice dated 27 November 2017 from the Requisitionist

ordinary shares of HK$0.01 each in the capital of the Company holder(s) of (a) Share(s)

The Stock Exchange of Hong Kong Limited

Yu Ming Investment Management Limited, the financial adviser of the Company

per cent.

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LETTER FROM THE BOARD

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Feishang Non-metal Materials Technology Limited 飛尚非金屬材料科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8331)

Executive Directors: Mr. DENG Li Mr. TSAI Nam Lun Mr. ZHANG Yongmin

Independent Non-executive Directors: Mr. CHAN Chiu Hung Alex Ms. CHAN Shuk Kwan Winnie Ms. CHEUK Tat Yee Ms. YIN Yi

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

Principal Place of Business in Hong Kong: Room 2204, Shun Tak Centre 200 Connaught Road Central Sheung Wan Hong Kong

18 December, 2017

To the Shareholders

Dear Sir or Madam,

NOTICE OF EXTRAORDINARY GENERAL MEETING FOR APPOINTMENT AND REMOVAL OF DIRECTORS

INTRODUCTION

Reference is made to the announcement of the Company dated 5 December 2017 in relation to the Requisition.

The purpose of this circular is to provide you with (i) the information in relation to the Requisition; (ii) recommendation from the Board in relation to the Requisition; and (iii) issue of the notice of EGM at which the Shareholders shall be asked to consider and if thought fit, approve the resolutions in respect of the Proposed Appointment and Proposed Removal.

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LETTER FROM THE BOARD

Shareholders are advised to read this circular thoroughly and carefully before deciding how to vote on the resolutions.

REQUISITION FROM SHAREHOLDER

On 27 November 2017, the Board received the Requisition Notice dated 27 November 2017 issued by the Requisitionist. The Requisitionist identified himself as Mr. Zhang Qiang, and held himself out as a Shareholder holding as at the date of the Requisition Notice an aggregate of 75,000,000 Shares of the Company, representing approximately 13.63% of the total issued share capital of the Company as at the date of the Requisition Notice.

The Board noted that, according to the disclosure of interest of the Company on Stock Exchange’s website, a Mr. Zhang Qiang is interested in 275,000,000 Shares, representing approximately 49.58% of the total issued share capital of the Company as at the date of the Latest Practical Date.

As the signature of the Requisition Notice does not match the specimen record kept with the Company’s registrar, the Board had contacted the Requisitionist through email address and telephone number stated in the Requisition Notice and invited the Requisitionist to allow the Company to verify his identity. The Requisitionist has not made himself available for the verification as at the Latest Practical Date.

Although the Board has not yet been able to authenticate the Requisition Notice and verify the identity of the Requisitionist, the Board considers it prudent to convene and host the EGM in accordance to article 58 of the Articles of Association, lest the Requisitionist taking over the process under article 58.

Pursuant to Requisition Notice, the Requisitionist requested the Company to convene an EGM for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

1. “ THAT Mr. Deng Li be and is hereby removed as a director of the Company pursuant to article 83(5) of the Article of Association with immediate effect upon passing of this resolution”;

2. “ THAT Mr. Zhang Yongmin be and is hereby removed as a director of the Company pursuant to article 83(5) of the Article of Association with immediate effect upon passing of this resolution”;

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LETTER FROM THE BOARD

1. “ THAT Mr. Chan Chui Hung be and is hereby removed as a director of the Company pursuant to article 83(5) of the Article of Association with immediate effect upon passing of this resolution”;

2. “ THAT Mr. Zheng Shuilin be and is hereby removed as a director of the Company pursuant to article 83(5) of the Article of Association with immediate effect upon passing of this resolution”;

3. “ THAT Mr. Duan Xuechen be and is hereby removed as a director of the Company pursuant to article 83(5) of the Article of Association with immediate effect upon passing of this resolution”;

4. “ THAT Mr. Zhang Qiang be and is hereby appointed as executive director of the Company with immediate effect upon passing of this resolution”;

5. “ THAT Mr. Su Chun Xiang be and is hereby appointed as executive director of the Company with immediate effect upon passing of this resolution”;

6. “ THAT Mr. Ko Yat Fei be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon passing of this resolution”;

7. “ THAT Mr. Chow Chi Hang Tony be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon passing of this resolution”;

8. “ THAT Ms. Shao Yu be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon passing of this resolution”; and

9. “ THAT each of the directors appointed to the Board during the period between 27 November 2017 and the time immediately before holding of the EGM be and is hereby removed as directors of the Company with immediate effect.”

According to article 58 of the Articles of Association, one or more Shareholders holding, at the date of the deposit of the requisition, no less than one tenth of the paid up capital of the Company and having the right of voting at general meeting may make a requisition to convene a general meeting and such meeting shall be held within two months after the date of deposit of such requisition.

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LETTER FROM THE BOARD

As disclosed in the announcements of the Company dated 6 December 2017 and 7 December 2017, Mr. Zheng Shuilin and Mr. Duan Xuechen had resigned as independent non-executive Directors with effect from 6 December 2017. At the EGM, if it would no longer be possible for the resolution in relation to the proposed removal of Mr. Zheng Shuilin and Mr. Duan Xuechen to be voted upon, such resolutions would not be so moved and voted upon by the Shareholders at the EGM.

The Requisition Notice did not set out any reasons and/or grounds for the Proposed Removal and Proposed Appointment. Accordingly, the Board is not able to provide the Shareholders with any reasons and/or grounds in respect of the Proposed Removal and Proposed Appointment for consideration.

PROPOSED APPOINTMENT OF THE PROPOSED DIRECTORS

Shareholders should note that the details of the Proposed Directors as set out in the Appendix this circular have been reproduced from and are solely based upon the information set out in the Requisition Notice. Such information, including the biographical information of the Proposed Directors, their relationship with any other directors, Proposed Directors, senior management or substantial or controlling shareholders (or any purported substantial shareholders) of the Company (as defined in the GEM Listing Rules), their shareholding interest in the Company have not been independently verified by the Company or the Directors. Further, the Board is not in a position to comment on whether there is any matter regarding the Proposed Appointment that needs to be brought to the attention of the Shareholders pursuant to Rule 17.50(2) of the GEM Listing Rules in relation to each of the Proposed Directors.

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LETTER FROM THE BOARD

RECOMMENDATION

Mr. Deng Li and Mr. Zhang Yongmin are core members of the senior management team, and are instrumental to the operation of the principal activities of the Group. The Board considers that removing Mr. Deng Li and Mr. Zhang Yongmin from the Board at the same time poses significant risks to the operations of the Group, and may or may not affect the listing status of the Company, depending on the extent of purging of their executive functions by the Requisitionist in the event the resolutions are approved.

Based on the biographic information set out in the Requisition Notice, the Board notes that none of the Proposed Directors have any relevant experience in the Group’s principal business, being bentonite mining, production and sales of drilling mud and pelletising clay, and none of the Proposed Directors have been a director of any public listed company in Hong Kong in the past 3 years. As such, the Board does not consider the Proposed Directors’ experience to be able to make contribution to the business of the Group.

For the reason stated above, the Directors recommend the Shareholders to vote against the resolutions of the Proposed Appointment and Proposed Removal at the EGM.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Plaza 1&2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 26 January 2018 at 5:00 p.m., is set out on pages 14 to 16 of this circular for the purpose of considering and, if thought fit, passing the resolution set out therein.

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LETTER FROM THE BOARD

For the purpose of ascertaining Shareholders who are entitled to attend and vote at the EGM or any adjournment thereof, the register of members of the Company will be closed from Friday, 19 January 2018 to Friday, 26 January 2018, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the right to attend and vote at the EGM or any adjournment thereof, 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 not later than 4:30 p.m. on Thursday, 18 January 2018.

If you are not able to attend the EGM but with to exercise your right as the Shareholder, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar 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 less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than Wednesday, 24 January 2018 at 5:00 p.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or its adjournment, should you so wish and in such event, the form of proxy will be deemed to be revoked.

VOTING BY POLL

As required under Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the meeting will demand for a poll for the resolution put forward at the forthcoming EGM to be held on Friday, 26 January 2018.

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this circular.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonably 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.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the EGM.

Yours faithfully, For and on behalf of Feishang Non-metal Materials Technology Limited DENG Li Executive Director

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CURRICULUM VITAE OF THE PROPOSED DIRECTORS PROVIDED BY THE REQUISITIONIST

APPENDIX

Particulars of the individuals proposed to be appointed as Directors as set out in this Appendix have been reproduced from and are solely based upon the information set out in the Requisition Notice and have not been verified by the Board.

Mr. ZHANG Qiang 張強 (“ Mr. Zhang ”), aged 40, obtained a degree of Master of Management Studies in Accounting and a degree of Bachelor of Management Studies in Accounting from Central University of Finance and Economics（中央財經大學）in the People’s Republic of China (the “ PRC ”) in 2003 and 2000 respectively. Mr. Zhang has extensive experience in accounting, finance and investment fund management. From December 2014 to July 2017, Mr. Zhang was the general manager of 山丘資產管理（北京）有限公司 (Shan Qiu Assets Management (Beijing) Company Limited), a company established under the laws of the PRC in December 2014 and registered as a 基金登記管理人 (Registered Manager of Funds) by Asset Management Association of China（中央證券投資基金業協會）in April 2015 which is principally engaged in management of securities investment funds in the PRC. He is currently the chairman of the board of 浩聚資產管理（深圳）有限公司 (Hao Ju Assets Management (Shenzhen) Company Limited*), responsible for the overall operation and management thereof.

Mr. Zhang is interested in 275,000,000 shares of the Company, representing approximately 50% of the issued share capital of the Company as at the date of this requisition. Save as disclosed above, Mr. Zhang (i) does not hold any positions with the Company or other members of the Group; (ii) has not entered into any service contract with the Company or other members of the Group; (iii) was not connected and has no relationship with any existing or proposed directors, senior management, substantial shareholders, or controlling shareholders of the Company; (iv) is not interested in and does not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Zhang has not been involved in any of the events under Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and there are no other matters in relation to Mr. Zhang’s appointment as the director of the Company that needs to be brought to the attention of the shareholders of the Company.

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APPENDIX

CURRICULUM VITAE OF THE PROPOSED DIRECTORS PROVIDED BY THE REQUISITIONIST

Mr. SU Chun Xiang（宿春翔） (“ Mr. Su ”), aged 30, obtained a degree a degree of Master of Engineering in Software Engineering from Xiamen University（廈門大學）in the People’s Republic of China (the “ PRC ”) in 2012. Mr. Su has extensive experience in finance and investment fund management. He was the founder and the general manager of the risk control department of 昆 明貴金屬交易所 (Kunming Precious Metal Exchange) in the PRC and was the marking director of the trading department of the COFCO Futures Co., Ltd.（中糧期貨有限公司）in the PRC. Mr. Su is currently the chairman of the board of an assets management company located in Beijing, the PRC, responsible for the overall investment management thereof. Mr. Su has also obtained the qualifications of 基金從業人員 (Fund Practitioner) and 期貨從業人員 (Futures Practitioner*) respectively in the PRC.

Mr. Su (i) does not hold any positions with the Company or other members of the Group; (ii) has not entered into any service contract with the Company or other members of the Group; (iii) was not connected and has no relationship with any existing or proposed directors, senior management, substantial shareholders, or controlling shareholders of the Company; (iv) is not interested in and does not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Su has not been involved in any of the events under Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and there are no other matters in relation to Mr. Su’s appointment as the director of the Company that needs to be brought to the attention of the shareholders of the Company.

Mr. KO Yat Fei 高逸飛 (“ Mr. Ko ”), aged 27, was educated at and holds a Bachelor’s degree in Commerce (Honours) in Accounting from Hong Kong Shue Yan University. Mr. Ko is a member of Hong Kong Institute of Certified Public Accountants and holds a practicing certificate. Mr. Ko has more than five years of experience in accounting, auditing and corporate advisory. He has worked in local and international Certified Public Accountants firm and Deloitte Touche Tohmatsu. Currently, Mr. Ko is a Practicing Director of a local Certified Public Accountants firm.

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APPENDIX

CURRICULUM VITAE OF THE PROPOSED DIRECTORS PROVIDED BY THE REQUISITIONIST

Mr. Ko (i) does not hold any positions with the Company or other members of the Group; (ii) has not entered into any service contract with the Company or other members of the Group; (iii) was not connected and has no relationship with any existing or proposed directors, senior management, substantial shareholders, or controlling shareholders of the Company; (iv) is not interested in and does not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Ko has not been involved in any of the events under Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and there are no other matters in relation to Mr. Ko’s appointment as the director of the Company that needs to be brought to the attention of the shareholders of the Company.

Mr. CHOW Chi Hang Tony 周志恆 (“ Mr. Chow ”), aged 26, obtained a degree of Bachelor of Laws and a Postgraduate Certificate in Laws from The Chinese University of Hong Kong in 2014 and 2015 respectively. Mr. Chow is currently a practicing Barrister-At-Law in Hong Kong practicing in both civil and criminal litigation.

Mr. Chow (i) does not hold any positions with the Company or other members of the Group; (ii) has not entered into any service contract with the Company or other members of the Group; (iii) was not connected and has no relationship with any existing or proposed directors, senior management, substantial shareholders, or controlling shareholders of the Company; (iv) is not interested in and does not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Chow has not been involved in any of the events under Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and there are no other matters in relation to Mr. Chow’s appointment as the director of the Company that needs to be brought to the attention of the shareholders of the Company.

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APPENDIX

CURRICULUM VITAE OF THE PROPOSED DIRECTORS PROVIDED BY THE REQUISITIONIST

Ms. SHAO Yu 邵煜 (“ Ms. Shao ”), aged 39, was educated at and holds a degree of Bachelor of International Economics and Trade from Beijing Foreign Studies University 北京外國語大學in the People’s Republic of China (the “ PRC ”). Ms. Shao has extensive experience in marketing and general corporate management. She has served as a senior manager for several enterprises in the PRC for over 10 years. From May 2013 to June 2015, Ms. Shao has served as the general manager of the sales department of 北京紅石房地產有限公司 (Beijing Hong Shi Real Estate Company Limited). From July 2015 to December 2016, She was the chief operating officer of 北京漢頌律師 事務所 (Beijing Hansong Law Firm). Currently, Ms. Shao is the chairwoman of the board and the chief executive officer of a local television culture enterprise in the PRC, responsible for the overall operation and management thereof.

Ms. Shao (i) does not hold any positions with the Company or other members of the Group; (ii) has not entered into any service contract with the Company or other members of the Group; (iii) was not connected and has no relationship with any existing or proposed directors, senior management, substantial shareholders, or controlling shareholders of the Company; (iv) is not interested in and does not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Ms. Shao has not been involved in any of the events under Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and there are no other matters in relation to Ms. Shao’s appointment as the director of the Company that needs to be brought to the attention of the shareholders of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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Feishang Non-metal Materials Technology Limited 飛尚非金屬材料科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8331)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Feishang Non-metal Materials Technology Limited (the “ Company ”) will be held at Plaza 1&2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 26 January 2018 at 5:00 p.m., Hong Kong or any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

1. “ THAT Mr. Deng Li be and is hereby removed as a director of the Company pursuant to article 83(5) of the Article of Association with immediate effect upon passing of this resolution”;

2. “ THAT Mr. Zhang Yongmin be and is hereby removed as a director of the Company pursuant to article 83(5) of the Article of Association with immediate effect upon passing of this resolution”;

3. “ THAT Mr. Chan Chui Hung be and is hereby removed as a director of the Company pursuant to article 83(5) if the Article of Association with immediate effect upon passing of this resolution”;

4. “ THAT Mr. Zheng Shuilin be and is hereby removed as a director of the Company pursuant to article 83(5) if the Article of Association with immediate effect upon passing of this resolution”;

5. “ THAT Mr. Duan Xuechen be and is hereby removed as a director of the Company pursuant to article 83(5) if the Article of Association with immediate effect upon passing of this resolution”;

6. “ THAT Mr. Zhang Qiang be and is hereby appointed as executive director of the Company with immediate effect upon passing of this resolution”;

– 14 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “ THAT Mr. Su Chun Xiang be and is hereby appointed as executive director of the Company with immediate effect upon passing of this resolution”;

2. “ THAT Mr. Ko Yat Fei be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon passing of this resolution”;

3. “ THAT Mr. Chow Chi Hang Tony be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon passing of this resolution”;

4. “ THAT Ms. Shao Yu be and is hereby appointed as an independent non-executive director of the Company with immediate effect upon passing of this resolution”; and

5. “ THAT each of the directors appointed to the Board during the period between 27 November 2017 and the time immediately before holding of the EGM be and is hereby removed as directors of the Company with immediate effect.”

By Order of the Board Feishang Non-metal Materials Technology Limited DENG Li Executive Director

Hong Kong, 18 December, 2017

Registered Office:	Principal Place of Business in
Cricket Square, Hutchins Drive	Hong Kong:
P.O. Box 2681	Room 2204, Shun Tak Centre
Grand Cayman KY1-1111	200 Connaught Road Central
Cayman Islands	Sheung Wan
	Hong Kong

As at the date of this notice, the Executive Directors are Mr. DENG Li, Mr. TSAI Nam Lun and Mr. ZHANG Yongmin; and the Independent Non-executive Directors are Mr. CHAN Chiu Hung Alex, Ms. CHAN Shuk Kwan Winnie, Ms. CHEUK Tat Yee and Ms. YIN Yi.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Any member of the Company (the “ Member ”) entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. The Member who is the holder of two or more Shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be the Member. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar 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 less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (i.e. not later than Wednesday, 24 January 2018 at 5:00 p.m. (Hong Kong time)) or any adjournment thereof. The person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or its adjournment, not later than 24 hours before the time appointed for the taking of the poll and in default, the instrument of proxy shall not be treated as valid.

4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

5. Where there are joint holders of any Shares, any one of such joint holder may vote at the Meeting, 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 is 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, and 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. Completion and delivery of an instrument appointing a proxy shall not preclude the Member from attending and voting in person at the Meeting should the Member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

7. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the EGM or any adjournment thereof, the register of members of the Company will be closed from Friday, 19 January 2018 to Friday, 26 January 2018, both days inclusive during which period no transfer of Shares will be registered. In order to qualify for the right to attend and vote at the EGM or any adjournment thereof, 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 Thursday, 18 January 2018.

8. A form of proxy for use at the Meeting is enclosed.

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