Pengo Holdings Group Limited — Proxy Solicitation & Information Statement 2024

Jul 31, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Trendzon Holdings Group Limited , you should at once hand this circular with 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.

==> picture [229 x 51] intentionally omitted <==

Trendzon Holdings Group Limited 卓航控股集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1865)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; RE-APPOINTMENT OF INDEPENDENT AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Trendzon Holdings Group Limited to be held at 11:00 a.m. on Thursday, 5 September 2024 at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, is set out on pages 22 to 27 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, 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 shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

31 July 2024

CONTENTS

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Issue Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Repurchase Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Re-appointment of Independent Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
8.	Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
10.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
11.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
12.	General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	– Details of Directors Proposed for Re-Election. . . . . . . . . . . . . . . . . .	11
Appendix II	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix III – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . .		22

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at 11:00 a.m. on Thursday, 5 September 2024 at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, or any adjournment thereof and notice of which is set out on pages 22 to 27 of this circular

• “Articles of Association”

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

• “Audit Committee”

the audit committee of the Board

• “Board”

the board of Directors

• “Companies Act”

• the Companies Act (2023 Revision), formerly known as Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• “Company”

• Trendzon Holdings Group Limited 卓航控股集團有限 公司, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1865)

• “Director(s)”

• the director(s) of the Company

• “Group”

• the Company and its subsidiaries from time to time

• “HK$”

• Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong”

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

– 1 –

DEFINITIONS

“Issue Mandate”	a general and unconditional mandate proposed to be granted
	to the Directors at the Annual General Meeting to allot,
	issue and/or deal with the Shares not exceeding 20 per cent
	of the number of issued Shares as at the date of passing of
	the relevant resolution granting the Issue Mandate
“Latest Practicable Date”	26 July 2024, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Memorandum”	the memorandum of association of the Company, and as
	amended, supplemented or otherwise modified from time to
	time
“Nomination Committee”	the nomination committee of the Board
“Remuneration Committee”	the remuneration committee of the Board
“Repurchase Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	repurchase Shares not exceeding 10 per cent of the number
	of the issued Shares as at the date of passing of the relevant
	resolution granting the Repurchase Mandate
“S$”	Singapore dollars, the lawful currency of the Singapore
“SFO”	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) in the share capital of the Company with a
	par value of HK$0.01 each
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time “%” or “per cent” per cent

In this circular, the terms “close associate”, “core connected person”, “controlling shareholder”, “subsidiary” and “substantial shareholder” shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

– 3 –

LETTER FROM THE BOARD

==> picture [229 x 51] intentionally omitted <==

Trendzon Holdings Group Limited 卓航控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1865)

Executive Directors: Ms. Feng Jiamin (Chairman) Mr. Michael Shi Guan Wah (Chief Executive Officer) Mr. Law Wai Yip Mr. Fong Hang Fai Ms. Liao Qinghua Ms. Katsaya Wiriyachart

Independent non-executive Directors: Mr. Shek Jun Chong Mr. Qiu Yue Ms. Tam Wing Yan Mr. Wu Kai Tang

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

Principal Place of Business in Hong Kong: Room 39, 10th Floor, Block D, Mai Tak Industrial Building, 221 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong

31 July 2024

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF RETIRING DIRECTORS; RE-APPOINTMENT OF INDEPENDENT AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; (b) the re-election of the retiring Directors and (c) the re-appointment of independent auditor.

– 4 –

LETTER FROM THE BOARD

2. ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 4(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20 per cent of the number of issued Shares as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued shares of the Company comprised 1,416,800,000 Shares. Subject to the passing of the ordinary resolution no. 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 283,360,000 Shares.

In addition, subject to a separate approval of the ordinary resolution no. 4(C), the number of Shares repurchased by the Company under ordinary resolution no. 4(B) will also be added to extend the 20 per cent limit of the Issue Mandate as mentioned in the ordinary resolution no. 4(A) provided that such additional amount shall not exceed 10 per cent of the number of issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares of the Company pursuant to the Issue Mandate.

The Issue Mandate will continue to be in force from the passing of the said resolution until 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 any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

3. REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10 per cent of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

The Repurchase Mandate, if approved, will continue in force until 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 any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

– 5 –

LETTER FROM THE BOARD

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 83(3) of the Articles of Association, Mr. Law Wai Yip, Ms. Liao Qinghua, Ms. Katsaya Wiriyachart, Ms. Tam Wing Yan and Mr. Wu Kai Tang shall retire from office as Directors and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

In accordance with article 84 of the Articles of Association, Ms. Feng Jiamin, Mr. Fong Hang Fai and Mr. Shek Jun Chong shall retire from office as Directors and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

The Nomination Committee will recommend to the Board for the appointment of a Director including an independent non-executive Director after giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort. The Nomination Committee will also evaluate and recommend candidate(s) for the position(s) of the independent non-executive Director(s) by giving due consideration to the factors including but not limited to those set out in Rules 3.10(2) and 3.13 of the Listing Rules, as well as criteria such as diversity in terms of gender, age, cultural, educational background, professional experience, skills, knowledge and length of services, commitment for responsibilities of the Board, reputation for integrity and potential contribution to the Board (“ Criteria ”). The Nomination Committee will evaluate and recommend the retiring Director(s) to the Board for re-appointment by giving due consideration to the overall contribution and service of the retiring Directors to the Board and whether the retiring Director(s) continue(s) to satisfy the Criteria.

– 6 –

LETTER FROM THE BOARD

The Nomination Committee has assessed and reviewed the re-election of Ms. Tam Wing Yan, Mr. Shek Jun Chong, and Mr. Wu Kai Tang as independent non-executive Directors. The Nomination Committee has also reviewed the written confirmation of independence from Mr. Shek Jun Chong, Ms. Tam Wing Yan and Mr. Wu Kai Tang of their respective independence pursuant to Rule 3.13 of the Listing Rules as well as the qualifications, skills and experience, time commitment, the Company’s corporate strategy and contribution of the retiring Directors with reference to the nomination principles and the Criteria. Mr. Shek Jun Chong, Ms. Tam Wing Yan and Mr. Wu Kai Tang do not have any other relationships with any Directors, senior management, controlling Shareholders of the Company. The Board is also not aware of any circumstances that might influence Mr. Shek Jun Chong, Ms. Tam Wing Yan and Mr. Wu Kai Tang in exercising independent judgment and are satisfied that all of them have the required character, integrity, independence and experience to fulfil the role of an independent non-executive Director. In the premises, the Board is of the view that Mr. Shek Jun Chong, Ms. Tam Wing Yan and Mr. Wu Kai Tang are independent and will continue to bring their valuable business experience, knowledge and relevant insights to the Board and further contribute to the diversity of the Board.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles, the Criteria and criteria set out in the Company’s board diversity policy, the Company’s corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid independent non-executive Director who are due to retire at the Annual General Meeting.

Article 85 of the Articles of Association provides that no person, other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a notice signed by a member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the registration office provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven (7) days and that (if the notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgement of such notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

– 7 –

LETTER FROM THE BOARD

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the Annual General Meeting, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the principal place of business of the Company at Room 39, 10th Floor, Block D, Mai Tak Industrial Building, 221 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on or before 11:00 a.m. on 28 August 2024.

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the Annual General Meeting is received after the publication of the notice of the Annual General Meeting, the Company will publish an announcement to inform Shareholders of the biographical details of the additional candidate proposed.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

5. RE-APPOINTMENT OF INDEPENDENT AUDITOR

Elite Partners CPA Limited will retire as the independent auditor of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment.

Upon the recommendation of the Audit Committee, the Board proposes to re-appoint Elite Partners CPA Limited as the independent auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

6. NOTICE OF ANNUAL GENERAL MEETING

The Company will convene the Annual General Meeting to be held at 11:00 a.m. on Thursday, 5 September 2024 at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, set out on pages 22 to 27 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to the granting to the Directors of the Issue Mandate and the Repurchase Mandate, the approval for the re-election of the retiring Directors and the approval for the re-appointment of independent auditor. 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.

– 8 –

LETTER FROM THE BOARD

7. PROXY ARRANGEMENT

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the Company http://www.trendzon1865.com/. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong but in any event not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. before 11:00 a.m. on 3 September 2024) or at 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 or any adjoined meeting thereof if they so wish.

8. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to article 66(1) of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.

9. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 2 September 2024 to Thursday, 5 September 2024, both days inclusive, for the purposes of determining the entitlements of the Shareholders to attend and vote at the forthcoming Annual General Meeting. No transfer of shares of the Company may be registered during this period. In order to qualify to attend and vote at the forthcoming Annual General Meeting, 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, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong but in any event not later than 4:00 p.m. on Friday, 30 August 2024 for registration.

– 9 –

LETTER FROM THE BOARD

10. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and believe 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.

11. RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the Issue Mandate and the Repurchase Mandate, approving the re-election of the retiring Directors and approving the re-appointment of the independent auditor are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

12. 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

Trendzon Holdings Group Limited Feng Jiamin Chairman

– 10 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are details of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

1. EXECUTIVE DIRECTORS

Ms. Feng Jiamin （馮嘉敏女士） (“ Ms. Feng ”), aged 39, was appointed as a non-executive Director on 27 September 2019 and was re-designated as an executive Director on 21 September 2020. On 30 October 2020, Ms. Feng has been appointed as a Joint Chairman of the Board together with Mr. Michael Shi Guan Wah. Ms. Feng has also been appointed as a member of the nomination committee of the Board on 29 October 2021. Ms. Feng is responsible for overseeing the Group’s operations and implementation of the Company’s business strategies. She graduated from the University of California, Irvine in 2010 with a Master’s degree in Business Administration.

In 2008, she served as an assistant to the chief operating officer for China Region of Pacific Asia Media, participated in the coordination for the organization of Fortune Forum（財富論壇）in China (e.g. Tianjin, Guangzhou), and assisted in the coordination and administration for the first World Mind Sports Games. Ms. Feng later worked as a representative in China Region for Global Strategy Group（環球策略集團）and was engaged in the preparation of “Sino-Singapore Tianjin Eco-city” project. Ms. Feng was appointed as vice chairman of supply security and president of China Baosha Group in 2013, responsible for offshore supply platform project development. Later she served as chief operating officer of China Baosha Group and was involved in large-scale urban comprehensive development such as Jing Kai Meng Du* in Zhengzhou, the coordination of Zhangjiakou superlarge photovoltaic power generation project, and the planning for and operation of industrial parks, ecological parks, forestry and other forms of business. Ms. Feng has extensive experience in public relations and investor relations. Ms. Feng has been an executive director of China Health Technology Group Holding Company Limited (formerly known as China Bozza Development Holdings Limited), a company listed on the Main Board of the Stock Exchange (Stock Code: 1069), from 20 August 2019 to 2 November 2020.

Ms. Feng is re-designated from non-executive Director to executive Director and entered into a service contract with the Company commencing on 21 September 2020 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other, which notice shall not expire until after the fixed term. Ms. Feng is entitled to receive a director’s remuneration of HK$1,200,000 per annum.

• For identification purpose only

– 11 –

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above and as at the Latest Practicable Date, Ms. Feng (i) does not hold any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) has not held any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not hold any other positions in the Group; and (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as respectively defined in the Listing Rules). Save as disclosed above, there are no other matters concerning Ms. Feng that needs to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Fong Hang Fai （方恒輝先生）(“ Mr. Fong ”), aged 36, was appointed as an executive Director on 30 November 2021. Mr. Fong is an expert in Information Technology (“ IT ”). He has various experience in IT projects. He currently serves as an IT Infrastructure Manager of Fwone Science & Technology Hong Kong Company Limited.

The Company has entered into any service contract with Mr. Fong for a term of three years commencing from 1 April 2023. Mr. Fong is entitled to receive an annual performance related discretionary bonus, to be determined by the Remuneration Committee from time to time with reference to the financial results of the Company and his performance.

Save as disclosed above and as at the Latest Practicable Date, Mr. Fong (i) does not hold any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) has not held any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not hold any other positions in the Group; and (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as respectively defined in the Listing Rules). Save as disclosed above, there are no other matters concerning Mr. Fong that needs to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Law Wai Yip （羅偉業先生） (“ Mr. Law ”), aged 38, has been appointed as an executive Director on 24 April 2024. Mr. Law has over 8 years of experience in logistics, management, business development and strategic planning. Mr. Law was employed by an international logistic company where he was responsible for managing day-to-day air freight and sea freight operation and familiar with bonded warehouse operation, supply chain management, human resources matters and financial investments. Mr. Law’s extensive experience can contribute towards the business of the Group including the further development of the Trendzon Diandian Science and Technology Innovation City’s Industrial Park.

– 12 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The Company has entered into service contract with Mr. Law for a term of three years commencing from 24 April 2024. Mr. Law is entitled to receive an annual performance related discretionary bonus, to be determined by the Remuneration Committee from time to time with reference to the financial results of the Company and his performance.

Save as disclosed above and as at the Latest Practicable Date, Mr. Law (i) does not hold any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) has not held any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not hold any other positions in the Group; and (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as respectively defined in the Listing Rules). Save as disclosed above, there are no other matters concerning Mr. Law that needs to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Ms. Katsaya Wiriyachart (Wiriyachart 女士）(“ Ms. Wiriyachart ”), aged 27, has been appointed as an executive Director on 2 February 2024. Ms. Wiriyachart has extensive experience in market development, supplier relationship management and project management. Prior to joining our Group, she had worked for a regional governmental economic and cultural office in Southeast Asia. Besides, Ms. Wiriyachart is familiar with financial investment and digital marketing.

The Company has entered into service contract with Ms. Wiriyachart for a term of three years commencing from 2 February 2024. Ms. Wiriyachart is entitled to receive an annual performance related discretionary bonus, to be determined by the Remuneration Committee from time to time with reference to the financial results of the Company and his performance.

Save as disclosed above and as at the Latest Practicable Date, Ms. Wiriyachart (i) does not hold any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) has not held any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not hold any other positions in the Group; and (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as respectively defined in the Listing Rules). Save as disclosed above, there are no other matters concerning Ms. Wiriyachart that needs to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 13 –

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Liao Qinghua （廖青花女士） (“ Ms. Liao ”), aged 38, has been appointed as an executive Director on 2 February 2024. Ms. Liao has extensive experience in market development and entrepreneurial operations. She has over 10 years of experience in supervisory role in both logistics and automotive industry. She served as Financial Controller of ZhongAnXing (Shenzhen) Holdings Co., Ltd.（中安行（深圳）控股有限公司） from May 2023 to January 2024 and Financial Controller of Shenzhen ZhongAnXing Traffic Technology Co., Ltd.（深圳中安行交通科技有 限公司） from October 2022 to May 2023. She was the executive director of Shenzhen Jiajinlong Automobile City （深圳市嘉進隆汽車城） from October 2017 to September 2022. From February 2013 to September 2017, she worked at Shenzhen Delex Container Co., Ltd （深圳市得萊斯集裝 箱有限公司）, with the last position as the general manager.

The Company has entered into service contract with Ms. Liao for a term of three years commencing from 2 February 2024. Ms. Liao is entitled to receive an annual performance related discretionary bonus, to be determined by the Remuneration Committee from time to time with reference to the financial results of the Company and his performance.

Save as disclosed above and as at the Latest Practicable Date, Ms. Liao (i) does not hold any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) has not held any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iii) does not hold any other positions in the Group; and (iv) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as respectively defined in the Listing Rules). Save as disclosed above, there are no other matters concerning Ms. Liao that needs to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

• For identification purpose only

– 14 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

2. INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Shek Jun Chong （石峻松先生） (“ Mr. Shek ”), aged 51, was appointed as an independent non-executive Director, and a member of the audit committee, the nomination committee and the remuneration committee of the Board on 11 November 2020 and was re-designated as the chairman of the Remuneration Committee on 30 November 2021. He has over 20 years of experience in general business management. Mr. Shek worked in Guangzhou Fourth Construction Engineering Company （廣州市第四建築工程公司） and was sent to Hong Kong in 1993 to participate in the real estate development of Mainland China, including major projects such as Gold Arch Residence, a premium residential development on Ersha Island, Guangzhou. During that period, he also participated in the preliminary land consolidation and primary development as well as investment attraction of Guangzhou Bio-island, a national-level key construction project in China. In 1995, he worked for Tuoyi Company （拓益公司）, a company directly affiliated to the municipal authorities of Guangzhou, where he served as a delegated representative in the Hong Kong and Macau districts and was responsible for the coordination and liaison between large central enterprises and state-owned enterprises and the Hong Kong and Macau counterparts. Mr. Shek was later appointed into the Yuexiu District Committee of the Chinese People’s Political Consultative Conference in February 2013 and became a member of the committee’s Hong Kong and Macau Section. Since 1998, he acts as the deputy managing director of Zhongqiu Advertising Co., Ltd.（中球廣告有限公司）, which mainly operates the advertising resources for the road signs along the Guangzhou-Shenzhen Highway, Shenzhen-Shantou Highway and other intra-provincial highways. Mr. Shek also founded Shenzhen Maidite Medical Technology Co., Ltd.（邁地特醫療科技有限公司） in 2015, which is mainly engaged in the research and development and production of medical devices for intrapleural and intraperitoneal hyperthermic cancer treatment.

Mr. Shek has invested in various companies in partnership and is responsible for the planning and operation of business development. He has been involved in various fields, including research and development of medical devices, commercial properties and catering and entertainment. He has also held positions for the community, serving as an appointed member (Hong Kong and Macau) of the 14th and 15th session of Yuexiu District of Guangzhou Committee of the Chinese People’s Political Consultative Conference.

Mr. Shek has entered into a letter of appointment with the Company for an initial fixed term of one year commencing on 11 November 2021, which may be terminated by either party serving on the other not less than a three-month written notice, subject to retirement by rotation and re-election at least once every three years in accordance with article 84 of the Articles of Association and the Listing Rules. Mr. Shek is entitled to a Director’s fee of HK$60,000 per annum, which is determined by the Remuneration Committee with reference to his duties and responsibilities within the Company, subject to review by the Remuneration Committee from time to time.

• For identification purpose only

– 15 –

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Shek did not have any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not hold any other position with the Company or other members of the Group. Mr. Shek does not have any relationships with any Directors, senior management or substantial or controlling Shareholders (as defined in the Listing Rules) of the Company. He does not have any interests or is not deemed to have any interests or short positions in any Shares, underlying Shares or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other matter concerning Mr. Shek that needs to be brought to the attention of the Shareholders nor is Mr. Shek involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Ms. Tam Wing Yan （譚詠欣）(“ Ms. Tam ”), aged 41, was appointed as an independent nonexecutive Director, and a member of the remuneration committee of the Board on 26 July 2024. She has over 5 years of experience in risk management, financial and strategic planning. She currently serves as an Financial Planning Officer of Manulife International Ltd. Besides, she also has over 10 years of experience in sales, marketing, business development, inventory control and project management. which can contribute towards the business of the Group including the further development of the Trendzon Diandian Science and Technology Innovation City’s Industrial Park.

Save as disclosed above, the Company has entered into a letter of appointment with Ms. Tam for an initial term of one year commencing on 26 July 2024. She is entitled to receive a director’s remuneration of HK$60,000 per annum from the Company in respect of her appointment as an independent non-executive Director.

As at the Latest Practicable Date, save as disclosed above, Ms. Tam (i) does not hold any other position with the Company or its subsidiaries nor have any relationship with any Director, senior management, substantial shareholder or controlling shareholder (as defined in the Listing Rules) of the Company; (ii) does not hold any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; and (iii) does not have any interest 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 Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Save as disclosed above, there are no other matters concerning Ms. Tam that needs to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 16 –

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wu Kai Tang （胡啟騰先生）(“ Mr. Wu ”), aged 38, obtained his Bachelor of Arts degree in Accountancy from the Hong Kong Polytechnic University in 2007. Mr. Wu is currently the sole proprietor at Messrs. Wu Kai Tang Certified Public Accountant (Practising), a firm of certified public accountants and established by Mr. Wu on 1 March 2015 in Hong Kong, and has been an independent non-executive director of China Ever Grand Financial Leasing Group Co., Ltd, a company listed on the Main Board of the Stock Exchange (Stock Code: 379), since 31 August 2023. Mr. Wu has over 15 years’ experience in accounting and finance. Prior to establishing Messrs. Wu Kai Tang Certified Public Accountant (Practising), Mr. Wu gained experience from working at finance and accounting departments of various companies in Hong Kong, including listed companies. Mr. Wu also has over 6 years of accounting and auditing experience, which he gained from international accounting firms.

Save as disclosed above, the Company has entered into a letter of appointment with Mr. Wu for an initial term of one year commencing on 5 September 2023. He is entitled to entitled to receive a director’s remuneration of HK$120,000 per annum from the Company in respect of his appointment as an independent non-executive Director.

As at the Latest Practicable Date, save as disclosed above, Mr. Wu (i) does not hold any other position with the Company or its subsidiaries nor have any relationship with any Director, senior management, substantial shareholder or controlling shareholder (as defined in the Listing Rules) of the Company; (ii) does not hold any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; and (iii) does not have any interest 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 Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Save as disclosed above, there are no other matters concerning Mr. Wu that needs to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 17 –

EXPLANATORY STATEMENT

APPENDIX II

The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

• (i) the shares proposed to be repurchased by a company must be fully paid-up;

• (ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and

• (iii) all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the Company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.

2. ISSUED SHARES

As at the Latest Practicable Date, the issued Shares comprised 1,416,800,000 Shares of nominal value of HK$0.01 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 141,680,000 Shares which represent 10% of the issued Shares, during the period ending on 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 any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

3. REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

– 18 –

APPENDIX II

EXPLANATORY STATEMENT

Repurchases of Shares will be financed out of funds legally available for the purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Act. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company’s Shares are repurchased in the manner provided for in the Companies Act.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 March 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

– 19 –

EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date, based on disclosures made under Part XV of the SFO and to the best of the knowledge and belief of the Company, the following Shareholders had interests representing 5% or more of the issued Shares:

		Number of
		Shares and		Approximate
		underlying		percentage of
		Shares held as		shareholding if
		at the Latest	Approximate	Repurchase
		Practicable	percentage of	Mandate is
Name of substantial	Capacity/Nature of	Date	existing	exercised in
shareholder	Interest	(Note 1)	shareholding	full
Zhongbei Capital Co.,	Beneficial owner (Note 2)	138,000,000 (L)	9.74%	10.82%
Limited（中北資本
有限公司）
Yao Jiajia	Interest in the controlled	138,000,000 (L)	9.74%	10.82%
	corporation (Note 2)

Notes:

• (1) The letter “L” denotes the long position in Shares.

• (2) Zhongbei Capital Co., Limited, a company incorporated in Hong Kong with limited liability is wholly-owed by Ms. Yao Jiajia. Accordingly, Ms. Yao Jiajia was deemed interested in the 138,000,000 shares held by Zhongbei Capital Co., Limited by virtue of the SFO.

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors will exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and Articles of Association.

In addition, the Company has confirmed that neither this explanatory statement nor the Repurchase Mandate has any unusual features.

– 20 –

EXPLANATORY STATEMENT

APPENDIX II

7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares have been made by the Company in the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

8. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:

Month	Highest Price	Lowest Price
	HK$	HK$
2023
July	0.435	0.430
August	0.435	0.410
September	0.425	0.060
October	0.072	0.056
November	0.064	0.053
December	0.054	0.045
2024
January	0.049	0.036
February	0.045	0.038
March	0.043	0.038
April	0.039	0.025
May	0.047	0.023
June	0.036	0.024
July (up to the Latest Practicable Date)	0.023	0.017

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

==> picture [229 x 51] intentionally omitted <==

Trendzon Holdings Group Limited 卓航控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1865)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ Meeting ”) of Trendzon Holdings Group Limited (the “ Company ”) will be held at 11:00 a.m. on Thursday, 5 September 2024 at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, for considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 March 2024.

2. (a) To re-elect the following retiring directors of the Company (the “ Directors ”):

   • (i) Ms. Feng Jiamin, executive Director

   • (ii) Mr. Fong Hang Fai, executive Director

   • (iii) Mr. Law Wai Yip, executive Director

   • (iv) Ms. Katsaya Wiriyachart, executive Director

   • (v) Ms. Liao Qinghua, executive Director

   • (vi) Mr. Shek Jun Chong, independent non-executive Director

   • (vii) Ms. Tam Wing Yan, independent non-executive Director

   • (viii) Mr. Wu Kai Tang, independent non-executive Director

3. (b) To authorize the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

4. To re-appoint Elite Partners CPA Limited as independent auditor of the Company and authorize the Board to fix its remuneration.

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

1. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

2. (A) “ That :

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

   • (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend 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 in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent of the number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

– 23 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (iv) for the purpose of this resolution:

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

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

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

  • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) “ Rights Issue ” means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (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 exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).”

– 24 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (B) “ That :

• (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;

• (iii) the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the number of the issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iv) subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (v) for the purpose of this resolution:

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

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

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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

• (c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ That conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the number of the issued shares of the Company as at the date of passing of this resolution.”

By Order of the Board

Trendzon Holdings Group Limited

Feng Jiamin Chairman

Hong Kong, 31 July 2024

Registered Office: Principal Place of Business in Cricket Square Hong Kong: Hutchins Drive Room 39, 10th Floor, Block D, P.O. Box 2681 Mai Tak Industrial Building, Grand Cayman 221 Wai Yip Street, Kwun Tong, KY1-1111 Kowloon, Hong Kong Cayman Islands

– 26 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Notes:

• (i) Ordinary resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.

• (ii) All resolutions at the Meeting will be taken by poll (except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules.

• (iii) A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder 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. On a poll, votes may be given either personally or by proxy.

• (iv) In the case of joint holders, any one of such joint holders 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 be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (v) A form of proxy for use at the Meeting is enclosed. In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 330104, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 11:00 a.m. on 3 September 2024) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting or any adjournment.

• (vi) The transfer books and register of members of the Company will be closed from Monday, 2 September 2024 to Thursday, 5 September 2024, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending and voting at the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong but in any event not later than 4:00 p.m. on Friday, 30 August 2024.

• (vii) If typhoon signal no. 8 or above, or a “black” rainstorm warning or “extreme conditions after super typhoons” announced by the Hong Kong Government is/are hoisted or remains hoisted at 7:00 a.m. on the date of the Meeting, the meeting will be postponed. The Company will post an announcement on the respective websites of the Stock Exchange and the Company to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

– 27 –