P.B. Group Limited — Proxy Solicitation & Information Statement 2018

Jun 11, 2018

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 a stockbroker or other registered dealer in securities, a 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, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [153 x 46] intentionally omitted <==

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)

PROPOSALS FOR (1) RE-ELECTION OF RETIRING DIRECTORS; AND

(2) GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES; AND

(3) PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 3 to 8 of this circular. A notice convening the Annual General Meeting to be held at Room 1206, 12/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Monday, 16 July 2018 at 2:30 p.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the designated website of the GEM (http://www.hkgem.com) and the website of the Company (http://www.fsnmmaterials.com).

Whether or not you are able to attend the Annual General Meeting, please 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 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual 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.

12 June 2018

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and midsized companies to which a higher investment risk may be attached than other companies listed on the 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.

Given that the companies listed on GEM are generally small and mid-sized companies, 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.

– i –

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . .	4
4.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . .	5
5.	Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
10.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Details of the Retiring Directors Proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – Explanatory Statement on the Share Repurchase Mandate . . . . . . . . .		14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18

This circular is available in printed form in both English and Chinese and published on the designated website of the GEM (http://www.hkgem.com) and the website of the Company (http://www.fsnmmaterials.com). The English version will prevail in case of any inconsistency between the English and Chinese version of this circular.

– ii –

DEFINITIONS

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

• ‘‘Annual General Meeting’’

an annual general meeting of the Company to be held at Room 1206, 12/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Monday, 16 July 2018 at 2:30 p. m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting as set out on pages 18 to 22 of this circular, or any adjournment thereof

• ‘‘Articles of Association’’

the articles of association of the Company as amended, supplemented or modified from time to time

• ‘‘Board’’ the board of Directors

• ‘‘ChangeChange of Company Name’’’’

• ‘‘ChangeChange of Company Name’’’’ the proposed change of the English name of the Company from ‘‘Feishang Non-metal Materials Technology Limited’’ to ‘‘HangKan Group Limited’’ and to change the dual foreign name in Chinese of the Company from ‘‘飛尚非金 屬材料科技有限公司’’ to ‘‘恆勤集團有限公司’’

• ‘‘Company’’ Feishang Non-metal Materials Technology Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the GEM

• ‘‘CNY’’ Chinese Yuan, the lawful currency of the People’s Republic of China

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

• ‘‘GEM’’ GEM operated by the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on the GEM

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

‘‘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

– 1 –

DEFINITIONS

‘‘Issuance Mandate’’	as defined in paragraph 4 of the Letter from the	as defined in paragraph 4 of the Letter from the	Board as	Board as
	set out on page 5 of this circular
‘‘Latest Practicable Date’’	7 June 2018, being the latest practicable date	prior		to the
	printing of this circular for ascertaining certain information
	in this circular
‘‘SFO’’	the Securities and Futures Ordinance, Chapter 571			of the
	Laws of Hong Kong
‘‘Share(s)’’	the ordinary share(s) of HK$0.01 each in the share			capital
	of the Company
‘‘Share Repurchase Mandate’’	as defined in paragraph 3 of the Letter from the		Board as
	set out on page 4 of this circular
‘‘Shareholder(s)’’	holder(s) of Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	The Codes on Takeovers and Mergers	and		Share
	Buy-backs issued by the Securities and		Futures
	Commission as amended from time to time
‘‘%’’	per cent

– 2 –

LETTER FROM THE BOARD

==> picture [153 x 47] intentionally omitted <==

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 Director: Mr. SU Chun Xiang Independent Non-executive Directors: Mr. KO Yat Fei Mr. CHOW Chi Hang Tony Ms. SHAO Yu

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

Principal Place of Business in Hong Kong: Unit 739, 7/F, Lower Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong

12 June 2018

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR (1) RE-ELECTION OF RETIRING DIRECTORS; AND

(2) GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES;

AND

(3) PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 23 May 2018 which contained information in relation to the proposed Change of Company Name.

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting to be held on Monday, 16 July 2018, and to give the Shareholders notice of the Annual General Meeting.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 83(3) of the Articles of Association of the Company, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for reelection. Mr. SU Chun Xiang, Mr. KO Yat Fei, Mr. CHOW Chi Hang Tony and Ms. SHAO Yu who were appointed by the Board on 9 January 2018 shall hold office until the Annual General Meeting. Mr. SU Chun Xiang, Mr. KO Yat Fei, Mr. CHOW Chi Hang Tony and Ms. SHAO Yu, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

Pursuant to Rule 17.46A of the GEM Listing Rules, the biographical details of the retiring Directors standing for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 30 June 2017, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase its Shares if and when appropriate, a resolution of the Shareholders will be proposed at the Annual General Meeting to approve the granting of a general and unconditional mandate to the Directors to repurchase its Shares on the GEM of not exceeding 10% of the total number of issued Shares of the Company as at the date of the passing of the proposed resolution contained in item 4(A) of the notice of the Annual General Meeting as set out on pages 18 to 22 of this circular (i.e. a total of 55,881,000 Shares, assuming that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting) (the ‘‘Share Repurchase Mandate’’). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.

In accordance with Rules 13.07 and 13.08 of the GEM Listing Rules, an explanatory statement containing information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

– 4 –

LETTER FROM THE BOARD

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 30 June 2017, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, a resolution of the Shareholders will be proposed at the Annual General Meeting to approve the granting of a general and unconditional mandate to the Directors to allot, issue or deal with additional Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of the passing of the proposed resolution contained in item 4(B) of the notice of the Annual General Meeting as set out on pages 18 to 22 of this circular (i.e. a total of 111,762,000 Shares, assuming that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting) (the ‘‘Issuance Mandate’’). Conditional upon the passing of the resolutions of the Shareholders to grant the Share Repurchase Mandate and the Issuance Mandate, a resolution to extend the Issuance Mandate by adding number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate as set out in item 4(C) of the notice of the Annual General Meeting will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

5. PROPOSED CHANGE OF COMPANY NAME

As stated in the Company’s announcement dated 23 May 2018, the Board proposed to change the English name of the Company from “Feishang Non-metal Materials Technology Limited” to “HangKan Group Limited” and to change the dual foreign name in Chinese of the Company from “飛尚非金屬材料科技有限公司” to “恆勤集團有限公司”. The Change of Company Name is subject to, among other things, the approval of Shareholders at the Annual General Meeting. A further announcement will be made when the Change of Company Name becomes effective. The Board believes that the Change of Company Name will provide the Company with a more appropriate corporate identity and better reflect and highlight the Company’s image which is in the interests of the Company and the Shareholders as a whole.

Conditions

The Change of Company Name is subject to the following conditions being fulfilled:

• (a) the passing of a special resolution by the Shareholders at the Annual General Meeting; and

• (b) the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

– 5 –

LETTER FROM THE BOARD

The Change of Company Name will take effect from the date on which the new name is entered onto the register by the Registrar of Companies in the Cayman Islands in place of the existing name. The Registrar of Companies in the Cayman Islands shall issue a certificate of incorporation on change of name thereafter. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong. Upon the Change of Company Name becoming effective, all existing share certificates bearing the current name of the Company will continue to be evidence of title to the Shares and will continue to be valid for trading, settlement and registration purposes and the rights of the Shareholders will not be affected as a result of the Change of Company Name. There will not be any free exchange of the existing share certificates of the Company for new share certificates under the new name of the Company. If the Change of Company Name becomes effective, any issue of share certificates thereafter will be in the new name of the Company and the securities of the Company will be traded on the Stock Exchange in the new name of the Company.

In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Name becomes effective. Further announcement(s) will be made by the Company in relation to the effective date of the Change of Company Name and the change of English and Chinese stock short names.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

Date: Monday, 16 July 2018 Time: 2:30 p.m. Venue: Room 1206, 12/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong

The notice of the Annual General Meeting is set out on pages 18 to 22 of this circular. At the Annual General Meeting, resolutions of the Shareholders will be proposed to approve, among others, the re-election of the retiring Directors standing for re-election, the granting of the Share Repurchase Mandate and the Issuance Mandate and the extension of the Issuance Mandate by adding thereto of any Shares repurchased under the Share Repurchase Mandate and the Change of Company Name. 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 resolutions to be proposed at the Annual General Meeting.

– 6 –

LETTER FROM THE BOARD

Pursuant to 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, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the designated website of the GEM (http://www.hkgem.com) and the website of the Company (http://www.fsnmmaterials.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at 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 but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

7. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 11 July 2018 to Monday, 16 July 2018, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queens’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 10 July 2018.

8. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors standing for re-election, granting of the Share Repurchase Mandate and the Issuance Mandate and the extension of the Issuance Mandate by the addition thereto of any Shares repurchased under the Share Repurchase Mandate and the proposed Change of Company Name are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the above mentioned proposed resolutions at the Annual General Meeting.

– 7 –

LETTER FROM THE BOARD

9. 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 relating to the Group. 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.

10. GENERAL

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

Yours faithfully,

For and on behalf of the Board

Feishang Non-metal Materials Technology Limited SU Chun Xiang

Executive Director

– 8 –

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) Mr. SU Chun Xiang, aged 30, Executive Director

Position and Experience

Mr. SU Chun Xiang (‘‘Mr. Su’’) is an executive Director of the Company. He obtained 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 marketing 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. He did not hold any directorship in other listed public companies in the past three years.

Length of service

Mr. Su was appointed as an executive Director on 9 January 2018. Mr. Su entered into a service agreement with the Company for a term of one year to 8 January 2019. Mr. Su is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.

Relationships

Mr. Su does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the GEM Listing Rules), or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr Su 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).

• For identification purposes only

– 9 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Director’s emoluments

Mr. Su is entitled to an annual Director’s fee of HK$120,000.00 which is determined by the Board with reference to his duties and responsibilities and subject to review from time to time.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mr. Su involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Mr. Su that need to be brought to the attention of the Shareholders.

(2) Mr. KO Yat Fei , aged 28, Independent Non-Executive Director

Position and Experience

Mr. KO Yat Fei (‘‘Mr. Ko’’) is an Independent non-executive Director of the Company. He 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 six 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. He did not hold any directorship in other listed public companies in the past three years.

Length of service

Mr. Ko was appointed as an independent non-executive Director on 9 January 2018. Mr. Ko entered into a letter of appointment with the Company for a term of one year to 8 January 2019. Mr. Ko is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.

Relationships

Mr. Ko does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the GEM Listing Rules), or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

– 10 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Interests in Shares

As at the Latest Practicable Date, Mr. Ko 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).

Director’s emoluments

Mr. Ko is entitled to an annual Director’s fee of HK$120,000.00 which is determined by the Board with reference to his duties and responsibilities and subject to review from time to time.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mr. Ko involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 17.50(2) (h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Mr. Ko that need to be brought to the attention of the Shareholders.

(3) Mr. CHOW Chi Hang Tony, aged 26, Independent Non-Executive Director

Position and Experience

Mr. CHOW Chi Hang Tony (‘‘Mr. Chow’’) is an Independent non-executive Director of the Company. He 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. He did not hold any directorship in other listed public companies in the past three years.

Length of service

Mr. Chow was appointed as an independent non-executive Director on 9 January 2018. Mr. Ko entered into a letter of appointment with the Company for a term of one year to 8 January 2019. Mr. Chow is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.

– 11 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Relationships

Mr. Chow does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the GEM Listing Rules), or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Chow 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).

Director’s emoluments

Mr. Chow is entitled to an annual Director’s fee of HK$120,000.00 which is determined by the Board with reference to his duties and responsibilities and subject to review from time to time.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Mr. Chow involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 17.50(2) (h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Mr. Chow that need to be brought to the attention of the Shareholders.

(4) Ms. SHAO Yu, aged 39, Independent Non-Executive Director

Position and Experience

Ms SHAO Yu (‘‘Ms Shao’’) is an Independent non-executive Director of the Company. She 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

• For identification purposes only

– 12 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

television culture enterprise in the PRC, responsible for the overall operation and management thereof. She did not hold any directorship in other listed public companies in the past three years.

Length of service

Ms. Shao was appointed as an independent non-executive Director on 9 January 2018. Ms. Shao entered into a letter of appointment with the Company for a term of one year to 8 January 2019. Ms. Shao is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.

Relationships

Ms. Shao does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the GEM Listing Rules), or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Ms. Shao 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).

Director’s emoluments

Ms. Shao is entitled to an annual Director’s fee of HK$120,000.00 which is determined by the Board with reference to her duties and responsibilities and subject to review from time to time.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is Ms. Shao involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 17.50(2) (h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning Ms. Shao that need to be brought to the attention of the Shareholders.

– 13 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required by the GEM Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 558,810,000 Shares.

Subject to the passing of the resolution set out in item 4(A) of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and assuming that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, i.e. being 558,810,000 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 55,881,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share of the Company and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

– 14 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

4. IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital or gearing positions of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2017) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares were traded on the GEM during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
May, 2017	2.02	1.27
June, 2017	1.95	1.51
July, 2017	1.78	1.35
August, 2017	1.76	1.41
September, 2017	1.80	1.52
October, 2017	1.90	1.60
November, 2017	1.75	1.45
December, 2017	2.30	1.41
January, 2018	1.50	0.365
February, 2018	0.62	0.46
March, 2018	0.70	0.50
April, 2018	N/A*	N/A*
May, 2018	N/A*	N/A*
June, 2018 (up to and including the Latest Practicable Date)	0.62	0.45

Note*: The trading of Shares was suspended.

– 15 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the GEM Listing Rules) have any present intention to sell any Share to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders and exercised.

The Company has not been notified by any core connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Share to the Company, or that they have undertaken not to sell any Share held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders and exercised.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Share pursuant to the Share Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE CONSEQUENCES

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, the following Shareholder was interested in 5% or more of the entire issued share capital of the Company as recorded in the register of the Company kept under section 336 of the SFO:

		Number of	Percentage
Name		Shares	holding
ZHANG	Qiang	275,000,000	49.21%

– 16 –

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

Based on the above shareholdings of the Company, in the event that the Directors exercise the Share Repurchase Mandate in full, which is not presently contemplated, and that there is no change in the entire issued share capital of the Company after the Latest Practicable Date, then the attributable shareholdings of the above Shareholder will increase to the following respective percentages:

Percentage Name holding ZHANG Qiang 54.68%

The Directors are not aware of any Shareholder or a group of Shareholders acting in concert, who will become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of the repurchase of Shares.

The Directors will use their best endeavours to ensure that the Share Repurchase Mandate will not be exercised to such extent that the number of Shares held by the public will fall below the relevant minimum percentage as determined by the Stock Exchange.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the GEM or otherwise).

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [153 x 47] intentionally omitted <==

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 the annual general meeting of the shareholders (the ‘‘Shareholders’’) of Feishang Non-metal Materials Technology Limited (the ‘‘Company’’) will be held at Room 1206, 12/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Monday, 16 July 2018 at 2:30 p.m. (the ‘‘Annual General Meeting’’) for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2017.

2. To re-elect the retiring directors of the Company (the ‘‘Directors’’), including (a) Mr. SU Chun Xiang as an executive Director; (b) Mr. KO Yat Fei as an independent non-executive Director; (c) Mr. CHOW Chi Hang Tony as an independent nonexecutive Director; (d) Ms. SHAO Yu as an independent non-executive Director and (e) to authorize the board of Directors (the ‘‘Board’’) to fix the respective Directors’ remuneration.

3. To re-appoint Elite Partners CPA Limited as the Company’s independent auditors and to authorize the Board to fix their remuneration.

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Shareholders:

ORDINARY RESOLUTIONS

(A) ‘‘THAT:

• (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares on the GEM of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

requirements of the Rules Governing the Listing of Securities on the GEM (the ‘‘GEM Listing Rules’’) or of any other stock exchange on which the securities of the Company may be listed as amended from time to time;

• (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution; and

• (c) for the purposes of this resolution:

  • ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

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

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

  • (iii) the date on which the authority set out in this resolution is revoked or varied by a resolution of the Shareholders in general meeting.’’

• (B) ‘‘THAT:

• (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

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

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

  • (i) a Rights Issue (as defined below);

  • (ii) the exercise of any options under all share option schemes of the Company adopted from time to time;

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and

• (iv) any issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

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

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

• (iii) the date on which the authority set out in this resolution is revoked or varied by a resolution of the Shareholders in general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange outside Hong Kong).’’

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

• (C) ‘‘THAT conditional upon the passing of the resolutions set out in items 4(A) and 4(B) of the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 4(B) of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the amount representing the aggregate number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4(A) of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.’’

SPECIAL RESOLUTION

1. ‘‘THAT:

2. (a) subject to the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed to “HangKan Group Limited” and the dual foreign name in Chinese be changed to “恆勤集團有限公司”; and

3. (b) any one director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts and things and to execute all such documents and deeds that are of administrative nature only as he/she may in his/her absolute discretion consider necessary and desirable in order to effect such change of name of the Company”

By Order of the Board

Feishang Non-metal Materials Technology Limited SU Chun Xiang Executive Director

Hong Kong, 12 June 2018

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the GEM Listing Rules. The results of the poll will be published on the designated website of the GEM and the website of the Company in accordance with the GEM Listing Rules.

2. Any Shareholder entitled to attend and vote at the above meeting is entitled to appoint one proxy or more to attend and vote instead of him. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every Shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at 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 not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked if you vote in person at the Annual General Meeting.

2. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Wednesday, 11 July 2018 to Monday, 16 July 2018, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with 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 for registration not later than 4:30 p.m. on Tuesday, 10 July 2018.

– 22 –