Polyfair Holdings Limited — AGM Information 2021

Jun 29, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Polyfair Holdings Limited (the ‘‘Company’’), 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.

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Polyfair Holdings Limited 寶發控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8532)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND

PROPOSED RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Polyfair Holdings Limited to be held at 14/F., Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Friday, 20 August 2021 at 10: 00 a.m. is set out on pages AGM-1 to AGM-4 of this circular. Whether or not you propose to attend the annual general meeting, please complete and sign the accompanying proxy form 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude shareholders from subsequently attending and voting in person at the annual general meeting or any adjourned meeting should they so wish in such event, the proxy form shall be deemed to be revoked.

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

29 June 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PRECAUTIONARY MEASURES FOR THE AGM

In order to prevent the spread of COVID-19 pandemic and to safeguard the health and safety of our Shareholders, Directors, staff and other participants, the Company will implement precautionary measures against COVID-19 at the AGM which include but not limited to:

• . Compulsory body temperature checks will be conducted on every attending Shareholder, proxy and other attendees before entering the AGM venue. Any person found to have any symptoms of the novel coronavirus, including runny nose, headache, cough, sore throat and fever, will be denied entry into the AGM venue or be required to leave the AGM venue.

• . All attending Shareholders, proxies and other attendees are required to submit at the entrance of the AGM venue a completed declaration form confirming their names and contact details, and be asked whether (a) they have travelled to, or to their best of knowledge had close contact with any person who has recently travelled to, areas outside of Hong Kong at any time in the preceding 14 days of the AGM; and (b) they are subject to any compulsory quarantine prescribed by the Hong Kong Government. Any person who responds affirmatively to any one of the above questions will be denied entry into the AGM venue or be required to leave the AGM venue.

• . All attendees are requested to wear surgical face masks at the AGM venue at all times. Person without wearing a surgical face mask may be denied entry.

• . Appropriate distance and space will be maintained and as such, the Company may limit the number of attendees at the AGM as appropriate.

• . The Company will not distribute corporate gifts or provide refreshments.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue so as to ensure the health and safety of the attendees at the AGM.

To further reduce the risk of the novel coronavirus spreading at the AGM, the Company would like to encourage Shareholders to cast their votes by submitting a proxy form appointing the Chairman of the AGM as their proxy.

Depending on the development of the COVID-19 pandemic, the Company may implement further precautionary measures and may make relevant adjustments and arrangements for the AGM and will issue further announcement as appropriate.

– i –

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

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 securities traded on GEM.

– ii –

CONTENTS

	Page
Precautionary measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Characteristics of GEM of The Stock Exchange of Hong Kong Limited . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Details of Directors proposed for re-election . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– iii –

DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company to be held at 14/F., Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Friday, 20 August 2021 at 10: 00 a.m., or any adjournment thereof

• ‘‘AGM Notice’’ the notice convening the AGM set out on pages AGM-1 to AGM-4 of this circular

• ‘‘Articles of the articles of association for the time being of the Company Association’’

• ‘‘Board’’ the board of Directors ‘‘Companies Law’’ the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• ‘‘Company’’ Polyfair Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM

• ‘‘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 GEM as amended from time to time

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Issue Mandate’’ a general mandate to be granted to the Board at the AGM to exercise the powers of the Company to allot and issue Shares not exceeding 20% of the total number of issued Share of the Company, being the mandate referred to in resolution no. 4 in the AGM Notice

• ‘‘Latest Practicable 21 June 2021, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information contained herein

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

– 1 –

DEFINITIONS

• ‘‘Repurchase Resolution’’

• the proposed ordinary resolution as referred to in resolution no. 5 in the AGM Notice

• ‘‘SFO’’

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

• ‘‘Share(s)’’

ordinary share(s) of HK$0.01 each in the share capital of the company

• ‘‘Shareholder(s)’’

holder(s) of the Share(s)

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

• ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time

– 2 –

LETTER FROM THE BOARD

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Polyfair Holdings Limited 寶發控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8532)

Executive Directors:

Mr. Chow Mo Lam (Chairman) Mr. Yu Lap On Stephen Mr. Wong Kam Man

Independent Non-Executive Directors:

Dr. Lung Cheuk Wah Mr. Man Yun Yee

Mr. Wong Chi Yung

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

Head Office and principal place of business in Hong Kong: Unit 1206–7, 12th Floor Fortress Tower 250 King’s Road North Point, Hong Kong

29 June 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND

RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to (i) the proposed general mandates to issue and repurchase Shares and extend the general mandate to issue Shares by adding to it the amount of Shares repurchased and (ii) the proposed reelection of Directors.

– 3 –

LETTER FROM THE BOARD

PROPOSED GENERAL MANDATE TO ISSUE SHARES

At the AGM, ordinary resolutions nos. 4 and 6 of the AGM Notice will be proposed which, if passed, will give the Directors a general mandate to issue new Shares representing up to (i) 20% of the total number of issued Shares of the Company at the date of passing the resolution plus (ii) the number of Shares repurchased by the Company (under the authority granted pursuant to the Repurchase Resolution) subsequent to the passing of such resolution.

On the basis of a total of 800,000,000 Shares in issue as at the Latest Practicable Date and assuming that no other Shares will be issued or repurchased whatsoever between the Latest Practicable Date and the AGM, the Issue Mandate (if granted by the Shareholders at the AGM) will empower the Directors to allot, issue or otherwise deal in up to a maximum of 160,000,000 new Shares, being 20% of the total number of issued Shares of the Company as at the Latest Practicable Date.

PROPOSED GENERAL MANDATE TO REPURCHASE SHARES

The ordinary resolution no. 5 of the AGM Notice, if passed, will give the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of issued Shares of the Company at the date of passing the resolution at any time until the next AGM following the passing of the said ordinary resolution or such earlier period as stated in the said ordinary resolution (the ‘‘Repurchase Mandate’’).

An explanatory statement as required under the GEM Listing Rules to provide the requisite information regarding the Repurchase Mandate is set out in the Appendix I to this circular.

PROPOSED RE-ELECTION OR RETIRING OF DIRECTORS

The Nomination Committee is primarily responsible for identifying individuals suitably qualified to become members of the Board and assessing the independence of independent non-executive Directors and making recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors. When formulating a recommendation to the Board for appointment of a Director (including an independent non-executive Director), the Nomination Committee shall consider various criteria in evaluating and selecting candidates for directorships, including, among others, (i) character, integrity and reputation; (ii) qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Group’s business and corporate strategy; (iii) willingness to devote adequate time to discharge duties as a member of the Board and other directorships and significant commitments; (iv) the number of existing directorships and other commitments that may demand the attention of the candidate; (v) the requirement for the Board to have independent non-executive Directors in accordance with the GEM Listing Rules and whether the candidates would be considered independent with reference to the requirements under the GEM Listing Rules; (vi) the board diversity policy of the Company and any measurable objectives adopted by the Board for achieving

– 4 –

LETTER FROM THE BOARD

diversity on the Board, which including but not limited to sex, age, culture and education background, ethnicity, professional experience, skills, knowledge and terms of service; and (vii) such other perspective appropriate to the Group’s business.

In accordance with Article 84(1) of the Articles of Association, Mr. Wong Kam Man and Dr. Lung Cheuk Wah will retire from office of directors by rotation at the AGM and, shall being eligible, for re-election as Directors at the AGM.

The Nomination Committee has considered the profile, qualification and experience and other factors of Mr. Wong Kam Man as set out in Appendix II to this circular. The Nomination Committee is satisfied that Mr. Wong Kam Man possesses the required character, integrity and experience to continuously fulfil his role as an executive Director effectively. The Board believe that his re-election as the executive Director would be in the best interest of the Company and the Shareholders as a whole.

The Nomination Committee has assessed the independence of each of the independent non-executive Directors including Dr. Lung Cheuk Wah, Mr. Man Yun Yee and Mr. Wong Chi Yung based on reviewing their written confirmations of independence to the Company pursuant to Rule 5.09 of the GEM Listing Rules and confirmed that all of them remain independent. The Nomination Committee has also considered the profiles, qualifications and experience and other factors of Dr. Lung Cheuk Wah as set out in Appendix II to this circular. The Nomination Committee is satisfied that Dr. Lung Cheuk Wah possesses the required character, integrity and experience to continuously fulfil his role as an independent non-executive Director effectively. The Board believe that his re-election as the independent non-executive Director would be in the best interest of the Company and the Shareholders as a whole.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The AGM Notice which contains, inter alia, resolutions to approve the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate by adding the aggregate number of Shares repurchased by the Company pursuant to the Repurchase Mandate, and the proposed re-election of the Directors is set out on pages AGM-1 to AGM-4 of this circular.

A form of proxy is herewith enclosed for use at the AGM. Whether or not you propose to attend the AGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company in accordance with the instructions printed thereon not later than 48 hours before the time fixed for holding the AGM. Completion and delivery of the form of proxy will not prevent Shareholders from attending and voting at the AGM if they so wish.

– 5 –

LETTER FROM THE BOARD

PROCEDURES BY WHICH A POLL MAY BE DEMANDED

Pursuant to the Article 66 of the Articles of Association and Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at the general meetings must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Board believes that the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole. The Board recommends that the Shareholders vote in favour of the relevant resolutions as set out in the AGM Notice.

Yours faithfully, By order of the Board Polyfair Holdings Limited Chow Mo Lam Chairman

– 6 –

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required under Rule 13.08 of the GEM Listing Rules to provide requisite information for the Shareholders to consider the Repurchase Mandate to be proposed at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 80,000,000 Shares (representing not more than 10% of the total number of Shares in issue as at the date of passing the Repurchase Resolution).

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Repurchase of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with the Articles of Association, the Companies Law and any other applicable laws. Such funds legally available for repurchasing Shares include:

• (i) such funds made out of profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Companies Law, out of capital; and

• (ii) in the case of any premium payable on the repurchase, such funds made out of the profits of the Company or from sums standing the credit of the share premium account of the Company or, subject to the Companies Law, out of capital.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 March 2021 in the event that the 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 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.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

5. SHARE PRICES

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date and the current month up to the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
June 2020	0.088	0.076
July 2020	0.081	0.071
August 2020	0.087	0.074
September 2020	0.085	0.067
October 2020	0.090	0.077
November 2020	0.079	0.060
December 2020	0.080	0.068
January 2021	0.079	0.064
February 2021	0.078	0.067
March 2021	0.077	0.072
April 2021	0.076	0.067
May 2021	0.078	0.068
June 2021 (Up to the Latest Practicable Date)	0.077	0.067

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the GEM Listing Rules and the applicable laws of Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

No other connected persons (as defined in the GEM Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

7. TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on the exercise of the power to repurchase 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 of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

On the basis of the interests in the Shares held by C.N.Y. Holdings Limited as at the Latest Practicable Date set out below, on the basis that no new Shares are issued or repurchased prior to the AGM and assuming that there would not be changes in the issued share capital of the Company prior to the repurchase of the Shares and C.N.Y. Holdings Limited would not dispose of its Shares nor acquire additional Shares prior to any repurchase of Shares, C.N.Y. Holdings Limited will not be obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate is exercised in full.

			Approximate
		Percentage of	percentage of
	Number of	existing	shareholding if
	Shares held as at	shareholding as	the Repurchase
	the Latest	at the Latest	Mandate is
Name	Practicable Date	Practicable Date	exercised in full
C.N.Y. Holdings
Limited (Note)	600,000,000	75%	83.33%

Note: C.N.Y. Holdings is owned as to approximately 83% by Mr. Chow Mo Lam and 17% by Mr. Yu Lap On Stephen.

In the event that the Directors exercise the proposed Repurchase Mandate in full, the increase in the above shareholdings in the Company would not give rise to an obligation to make a mandatory offer under the Takeovers Code.

The Directors do not purpose or intend to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public being reduced to less than 25% of the total issued Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares have been made by the Company whether on the Stock Exchange or otherwise in the six months immediately preceding the Latest Practicable Date.

– 9 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The followings are details of the newly appointed and retiring Directors who are eligible and proposed to be re-elected at the AGM:

Mr. Wong Kam Man, aged 61, is an executive Director and a senior project manager of the Group. Mr. Wong joined the Group as a senior project manager of Polyfair HK on 10 August 2012. He is primarily responsible for project management in terms of construction programme, supervision of our subcontractors’ work and implementation of quality assurance and/or quality control procedures in compliance with contract specifications. He was appointed as a Director on 9 August 2017 and re-designated as an executive Director on 25 January 2018. Mr. Wong is a holder of Certificate in Civil Engineering of the Hong Kong Polytechnic University.

Mr. Wong has over 30 years of experience in aluminium and metal works construction in Hong Kong. He worked for various construction and engineering companies in Hong Kong including Wah Tung Metal Engineering Co., PMB Cyberwall Ltd. and Chevalier (Aluminium Engineering) Limited as a site supervisor, project manager and senior project manager. He participated in numerous construction projects and he was responsible for, among others, project planning, budgeting and management, design monitoring, installation supervision, quality control and coordinating with main contractors. Prior to joining the Group on 10 August 2012, Mr. Wong worked as a senior project manager at Wah Tung Metal Engineering Co. from February 2010 to July 2012. Mr. Wong did not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and save as disclosed above he does not hold any other positions with the Group or other members of the Group.

Mr. Wong does not have any relationships with any directors, senior management, substantial or controlling shareholder of the Company nor any interests in the shares in the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Mr. Wong has entered into a service contract with the Company. Mr. Wong’s directorship in the Company shall be for a term of three years commencing from 23 February 2021 until terminated by not less than three months’ notice in writing served by either party on the other. Mr. Wong’s directorship is also subject to the retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association. Mr. Wong is entitled to an annual emolument of HK$1,212,000 for acting as the director of, committee member of and/or holding other positions with the Company or other members of the Group and a bonus for each financial year of the Company, which is at the discretion of the Board. The annual emolument of Mr. Wong as directors of the Group would be determined with reference to various factors such as duties and level of responsibilities of Mr. Wong, the available information in respect of companies of comparable business or scale, the performance of Mr. Wong and the Group’s performance for the financial year concerned and the prevailing market conditions and based on the recommendation from the remuneration committee of the Company.

– 10 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Wong is not aware of any other matters that needs to be brought to the attention of the Shareholders nor is Mr. Wong involved in any of the matters required to be disclosed by the Company pursuant to any of the requirements under the Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

Dr. Lung Cheuk Wah, aged 70, was appointed as our independent non-executive Director on 25 January 2018. Dr. Lung also serves as the chairman of the Audit Committee, and a member of the Nomination Committee and the Remuneration Committee respectively. He obtained a degree of Master of Business Administration from the University of Macau (formerly known as the University of East Asia, Macau) in February 1988, and a degree of Doctor of Philosophy in Business Administration from the Tarlac State University in the Philippines through distance learning in November 2012. He has been a fellow member of Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators) in the United Kingdom and The Hong Kong Institute of Chartered Secretaries respectively. He is also an associate member of The Taxation Institute of Hong Kong.

Dr. Lung has over 30 years of professional and commercial experience in company secretary, accounting and finance. He has been working as a lecturer at the School of Continuing and Professional Studies of the Chinese University of Hong Kong since 1996. Dr. Lung also worked at the City University of Macau from 2013 to 2018, where he last served as an assistant professor. He was a company secretary of VST Holdings Limited (stock code: 856) from November 2002 to October 2009, and financial controller of the same company from November 2002 to October 2008. He was also an independent nonexecutive director of eprint Group Limited (stock code: 1884) from November 2013 to August 2016.

Save as disclosed above, Dr. Lung did not hold any directorships in any listed 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 positions with the Group or other members of the Group.

Dr. Lung does not have any relationships with any directors, senior management, substantial or controlling shareholder of the Company nor any interests in the shares in the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Lung has entered into a letter of appointment with the Company. Dr. Lung’s directorship in the Company shall be for a term of three years commencing from 23 February 2021 until terminated by not less than one month’s notice in writing served by either party on the other. Dr. Lung’s directorship is also subject to the retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association. Dr. Lung is entitled to an annual salary of HK$206,400 for acting as the director of and committee member of the Company which is determined with reference to various factors such as duties and level of responsibilities of Dr. Lung, the available information in respect of companies of comparable business or scale, the performance of Dr. Lung and the Group’s performance for the financial year concerned and the prevailing market conditions.

Save as disclosed above, Dr. Lung is not aware of any other matters that needs to be brought to the attention of the Shareholders nor is Dr. Lung involved in any of the matters required to be disclosed pursuant to any of the requirements under the Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

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Polyfair Holdings Limited 寶發控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8532)

NOTICE IS HEREBY GIVEN that an annual general meeting of Polyfair Holdings Limited (the ‘‘Company’’) will be held at 14/F., Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Friday, 20 August 2021 at 10: 00 a.m. for the following purposes:

As ordinary businesses:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditors of the Company for the year ended 31 March 2021;

2. (i) To re-elect Mr. Wong Kam Man as an executive director of the Company;

3. (ii) To re-elect Dr. Lung Cheuk Wah, as an independent non-executive director of the Company;

4. (iii) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company;

5. To re-appoint ZHONGHUI ANDA CPA Limited as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;

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

1. ‘‘THAT:

2. 4.1 subject to paragraph 4.3 below and pursuant to the GEM Listing Rules, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

3. 4.2 the approval in paragraph 4.1 above shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

– AGM-1 –

NOTICE OF ANNUAL GENERAL MEETING

• 4.3 the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph above, other than (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries or any other eligible person(s) of shares or rights to acquire shares of the Company; or (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company, from time to time shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this Resolution, and the said approval shall be limited accordingly; and

• 4.4 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;

• (b) 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 law to be held; or

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

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to the holders of shares of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on the register on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate such other securities) as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

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

‘‘THAT:

• 5.1 subject to paragraph 5.2 below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.01 each in the share capital of the Company on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this

– AGM-2 –

NOTICE OF ANNUAL GENERAL MEETING

purpose, subject to and in accordance with all applicable laws and the requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• 5.2 the total number of shares of the Company which the directors of the Company is authorised to repurchase pursuant to the approval in paragraph 5.1 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 the said approval shall be limited accordingly;

• 5.3 for the purposes 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;

  • (b) 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 law to be held; or

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

• To consider, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

‘‘THAT conditional upon the passing of resolutions no. 4 and no. 5 set out in the notice convening this meeting (the ‘‘Notice’’), the general mandate granted to the directors of the Company to allot, issue and deal with additional shares pursuant to the resolution no. 4 set out in the notice convening this meeting be and is hereby extended by the addition thereto the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 5 as set out in the notice convening this meeting, provided that such number of shares so repurchased shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of the said Resolution.’’

By order of the Board Polyfair Holdings Limited Chow Mo Lam Chairman

Hong Kong, 29 June 2021

– AGM-3 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on behalf of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy (who must be an individual) to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

4. For the purpose of ascertaining shareholders who are entitled to attend and vote at the annual general meeting to be held on Friday, 20 August 2021 (or any adjournment thereof), the register of members of the Company will be closed from Tuesday, 17 August 2021 to Friday, 20 August 2021 (both days inclusive). In order to qualify for the right to attend and vote at the meeting (or any adjournment thereof), all transfers accompanied by the relevant share certificates should be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4: 30 p.m. on Monday, 16 August 2021.

– AGM-4 –