Qian Xun Technology Limited — Proxy Solicitation & Information Statement 2020

Apr 24, 2020

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CNT Group Limited (the “Company”), you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the 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.

CNT GROUP LIMITED 北海集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 701)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GRANTING OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Thursday, 4 June 2020 at 11:00 a.m. is set out in Appendix III to this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cntgroup.com.hk). Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please take special note of note (5) to the Notice of Annual General Meeting for the measures to be taken at the annual general meeting of the Company to reduce the risk of COVID-19 spreading. You are strongly encouraged to appoint the Chairman of the annual general meeting as your proxy to vote according to your indicated voting instructions as an alternative to attending the annual general meeting in person.

27 April 2020

CONTENTS

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandates to Issue and Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Listing Rules Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	– Details of Retiring Directors Proposed to be Re-elected. . . . . . . . . . . . . . .	6
Appendix II	– Explanatory Statement on Buy-back Mandate. . . . . . . . . . . . . . . . . . . . . .	8
Appendix III – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Thursday, 4 June 2020 at 11:00 a.m. to consider and, if appropriate, to approve the resolutions as set out in the notice of AGM, which is appended to this circular, or any adjournment thereof; “Board” the board of directors of the Company; “Buy-back Mandate” the general mandate to buy back Shares; “Bye-laws” the bye-laws of the Company and as amended from time to time; “close associate(s)” has the same meaning as defined in the Listing Rules; “Company” CNT Group Limited (北海集團有限公司), a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange; “core connected person(s)” has the same meaning as defined in the Listing Rules; “Director(s)” the director(s) of the Company; “Group” the Company and its subsidiaries; “HK$” Hong Kong dollars, the lawful currency for the time being of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Latest Practicable Date” 17 April 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Share(s)” ordinary share(s) in the capital of the Company with a par value of HK$0.10 each (or such other prevailing par value from time to time);

1

DEFINITIONS

“Shareholder(s)” holder(s) of Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Codes” The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or modified from time to time; and “%” per cent.

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LETTER FROM THE BOARD

CNT GROUP LIMITED 北海集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 701)

Executive Directors

Lam Ting Ball, Paul (Chairman) Chong Chi Kwan (Managing Director)

Non-executive Directors

Tsui Ho Chuen, Philip Chan Wa Shek Zhang Yulin

Independent Non-executive Directors

Wu Hong Cho Huang De Rui Zhang Xiaojing Lin Yingru Cheng Wai Po, Samuel Ko Kwok Fai, Dennis

Registered Office

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Office

Unit E, 28th Floor CNT Tower 338 Hennessy Road Wanchai Hong Kong

27 April 2020

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GRANTING OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and information in respect of the ordinary resolutions to be proposed at the AGM for the approval of (a) the re-election of retiring Directors at the AGM; and (b) the granting of the general mandates to issue and buy back Shares.

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with the Bye-laws, Mr. Zhang Yulin, Mr. Wu Hong Cho, Ms. Lin Yingru, Mr. Cheng Wai Po, Samuel and Mr. Ko Kwok Fai, Dennis shall retire by rotation at the AGM and, being eligible, have offered themselves for re-election at the AGM. Details of the retiring Directors proposed for re-election are set out in Appendix I to this circular.

Each of Mr. Wu Hong Cho, Ms. Lin Yingru, Mr. Cheng Wai Po, Samuel and Mr. Ko Kwok Fai, Dennis, being independent non-executive Directors, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is of the view that each of Mr. Wu, Ms. Lin, Mr. Cheng and Mr. Ko meets the independence guideline set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guideline. Considering that Mr. Wu, Ms. Lin, Mr. Cheng and Mr. Ko possess extensive knowledge and skills in their respective areas, on the recommendation of the nomination committee of the Board, the Board believes that their re-election of independent non-executive Directors can continue to bring contribution to the Board and its diversity and thus recommends them for re-election at the AGM.

3. GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

The existing general mandates granted to the Directors to issue and buy back Shares will expire at the conclusion of the AGM. To renew these general mandates, ordinary resolutions will be proposed at the AGM that: (i) the Board be granted a general mandate to allot and issue new Shares up to a maximum of 20% of the total number of the Shares in issue as at the date of passing of such resolution; (ii) the Board be granted a general mandate to exercise all the powers of the Company to buy back Shares up to a maximum of 10% of the total number of the Shares in issue as at the date of passing of such resolution; and (iii) the allotment mandate be extended by adding the number of the Shares bought back by the Company pursuant to the Buy-back Mandate to the total number of the Shares in issue to be allotted and issued pursuant to the allotment mandate.

The Board wishes to state that, as at the Latest Practicable Date, it has no immediate plans to issue any new Share or to buy back any existing Shares.

As at the Latest Practicable Date, the number of the Shares in issue was 1,903,685,690. On the basis that no further Share will be issued or bought back prior to the AGM, the maximum number of Shares under the general mandate to allot and issue new Shares of not exceeding 20% of the total number of the Shares in issue as at the date of the AGM, if approved, shall be 380,737,138.

The Directors propose to seek the approval of the Shareholders for the granting to the Directors of the general mandates to issue and buy back Shares.

An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Buy-back Mandate is set out in Appendix II to this circular.

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LETTER FROM THE BOARD

4. AGM

A notice convening the AGM to be held on Thursday, 4 June 2020 at 11:00 a.m. at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong is set out in Appendix III to this circular.

A form of proxy for use at the AGM is enclosed with this circular. The form of proxy, in order to be valid, must be completed and deposited in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the AGM or any adjournment thereof in person if you so wish.

5. LISTING RULES REQUIREMENT

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all the proposed resolutions of the Company put to the vote at the AGM will be taken by way of poll.

6. RECOMMENDATION

The Directors consider that the re-election of retiring Directors and the granting of the general mandates to issue and buy back Shares 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 each of the relevant resolutions as set out in the notice of the AGM.

7. FURTHER INFORMATION

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

Yours faithfully, On behalf of the Board

CNT Group Limited Lam Ting Ball, Paul Chairman

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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Stated below are the details of the retiring Directors proposed to be re-elected at the AGM:

1. Mr. Zhang Yulin (張玉林), aged 56, Non-executive Director

Mr. Zhang was appointed a non-executive Director in December 2006. He has over 23 years of experience in finance and management. He graduated from Nanjing University and is an economist in the People’s Republic of China. Mr. Zhang is a deputy managing director of Broadsino Investment Company Limited which is interested in 5.15% of the total number of Shares in issue of the Company. Mr. Zhang has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year ended 31 December 2019, the remuneration, being the director’s fee, paid to Mr. Zhang was HK$100,000.

2. Mr. Wu Hong Cho (胡匡佐), aged 74, Independent Non-executive Director

Mr. Wu was appointed an independent non-executive Director in July 2017 and was an executive Director from July 1992 to January 2000, but had since taken up other directorships in companies listed on the Stock Exchange. He graduated from the University of Hong Kong with a bachelor’s degree in law in 1986. He became a practicing solicitor in Hong Kong in 1990 and has accumulated over 12 years of experience in private practice. He is an independent consultant of C C Land Holdings Limited, a company listed on the Stock Exchange (Stock Code: 1224). Mr. Wu has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year ended 31 December 2019, the remuneration, being the director’s fee, paid to Mr. Wu was HK$200,000.

3. Ms. Lin Yingru (林瑩如), aged 61, Independent Non-executive Director

Ms. Lin was appointed an independent non-executive Director in July 2019. She has over 28 years of experience in aviation and business management. Ms. Lin currently is a council member of Xiamen Alumni Association, Xiamen University. During the period from 1984 to 2013, she held various positions at Xiamen Airlines Co., Ltd. including manager of foreign affairs, chief administrative officer, deputy director of general office and consultant. Ms. Lin obtained a bachelor of arts degree in English language and literature from the Department of Foreign Languages of Xiamen University. Ms. Lin has no service agreement with the Company and she is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year ended 31 December 2019, the remuneration, being the director’s fee, paid to Ms. Lin was HK$47,671.

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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

4. Mr. Cheng Wai Po, Samuel (鄭偉波), aged 60, Independent Non-executive Director

Mr. Cheng was appointed an independent non-executive Director in October 2019. He has 27 years of experience in the public transport industry in Hong Kong. Mr. Cheng was the managing director of Citybus Limited and New World First Bus Services Limited from March 2006 to March 2019. He was also an executive director of Kwoon Chung Bus Holdings Limited, a company listed on the Stock Exchange (Stock Code: 306), from June 2004 to May 2014. Prior to joining the public transport industry, he had worked in an international accounting firm. Mr. Cheng obtained a bachelor of social sciences degree from the University of Hong Kong. He is a fellow member of The Institute of Chartered Accountants in England and Wales and an associate member of the Hong Kong Institute of Certified Public Accountants. Mr. Cheng has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year ended 31 December 2019, the remuneration, being the director’s fee, paid to Mr. Cheng was HK$23,288.

5. Mr. Ko Kwok Fai, Dennis (高國輝), aged 54, Independent Non-executive Director

Mr. Ko was appointed an independent non-executive Director in October 2019. He has over 28 years of experience in management and accounting, and gained his audit experience with a major international accounting firm early in his career. Mr. Ko obtained a master of arts degree in comparative and public history from The Chinese University of Hong Kong in 2008 and a bachelor of arts (honours) degree in accountancy from City University of Hong Kong in 1994. He is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Ko was an independent non-executive director of Aeso Holding Limited, a company listed on the Stock Exchange (Stock Code: 8341), from June 2017 to April 2019. On 31 May 2018, joint and several provisional liquidators of Aeso Holding Limited were appointed by a court order (the “Order”) due to disputes amongst the controlling shareholders (the “Shareholders Disputes”) of Aeso Holding Limited. The Shareholders Disputes were settled on 27 March 2019. The joint and several provisional liquidators of Aeso Holding Limited appointed pursuant to the Order were released on 29 April 2019. As at the Latest Practicable Date, Mr. Ko has interests in 503,374 Shares, representing 0.026% of the total number of the Shares in issue, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr. Ko has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year ended 31 December 2019, the remuneration, being the director’s fee, paid to Mr. Ko was HK$23,288.

The remuneration of the executive Directors is determined by the remuneration committee of the Board and the remuneration of the non-executive Directors is determined by the Board on the recommendation of the remuneration committee of the Board, by reference to their duties and responsibilities, performance, experiences, time commitment, market conditions and the corporate goals and objectives as set by the Board.

Save as disclosed above, there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

7

APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This Appendix serves as an explanatory statement required by the Listing Rules to provide the Shareholders with the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,903,685,690 Shares in issue.

Subject to the passing of the relevant resolution and on the basis that no further Share is issued or bought back prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 190,368,569 Shares representing 10% of the total number of the Shares in issue as at the date of the AGM. The Shares proposed to be bought back by the Company must be fully-paid up.

The Buy-back Mandate may 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 law to be held; and (iii) the revocation or variation of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR BUY-BACKS

Although the Directors have no present intention to buy back any Shares, they believe that it is in the interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Directors to buy back Shares on the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

3. FUNDING OF BUY-BACKS

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws of Bermuda. It is presently proposed that any buy-back under the Buy-back Mandate would be bought back out of the capital paid up on the bought-back Shares, the profits of the Company which would otherwise be available for dividend, the Company’s share premium account and/or contributed surplus account in each case to the extent as permitted by the laws of Bermuda.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the Company’s annual report for the year ended 31 December 2019 in the event that the Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back 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 of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

4. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Share	price
	Highest	Lowest
	HK$	HK$
2019
April	0.375	0.285
May	0.340	0.285
June	0.335	0.290
July	0.380	0.310
August	0.400	0.330
September	0.390	0.355
October	0.395	0.340
November	0.395	0.360
December	0.400	0.365
2020
January	0.390	0.350
February	0.390	0.335
March	0.370	0.260
April (up to the Latest Practicable Date)	0.340	0.310

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make buy-backs in accordance with the Listing Rules and the applicable laws of Bermuda so far as the same may be applicable and in accordance with the regulations set out in the memorandum of association of the Company and the Bye-laws.

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

No core connected persons of the Company have notified the Company that they have a present intention to sell any of the Shares to the Company, or have undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

6. TAKEOVERS CODES

If on exercise of the powers to buy back Shares pursuant to the Buy-back 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 purpose of the Takeovers Codes. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Codes), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Prime Surplus Limited (“Prime Surplus”) is the largest Shareholder beneficially interested in 502,197,620 Shares, representing approximately 26.38% of the total number of Shares in issue of the Company. Mr. Tsui Ho Chuen, Philip is the sole director and shareholder of Prime Surplus. In the event that the Buy-back Mandate is exercised in full and no further Share is issued during the proposed buy-back period, the beneficial interest of Prime Surplus in the total number of Shares in issue of the Company will increase to approximately 29.31%. The Directors have no present intention to exercise the Buy-back Mandate to such an extent as would result in any takeover obligation.

7. SHARE BUY-BACKS MADE BY THE COMPANY

The Company did not buy back any of the Shares (whether on the Stock Exchange or otherwise) in the past six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

CNT GROUP LIMITED 北海集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 701)

NOTICE IS HEREBY GIVEN that the annual general meeting of CNT Group Limited (the “Company”) will be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Thursday, 4 June 2020 at 11:00 a.m. for the following purposes:

Ordinary business

1. To receive and consider the audited financial statements and the report of the directors and the independent auditor’s report for the year ended 31 December 2019.

2. To declare a final dividend of HK2.0 cents per share for the year ended 31 December 2019.

3. (a) To re-elect Mr. Zhang Yulin as a non-executive director.

4. (b) To re-elect Mr. Wu Hong Cho as an independent non-executive director.

5. (c) To re-elect Ms. Lin Yingru as an independent non-executive director.

6. (d) To re-elect Mr. Cheng Wai Po, Samuel as an independent non-executive director.

7. (e) To re-elect Mr. Ko Kwok Fai, Dennis as an independent non-executive director.

8. (f) To authorise the board of directors of the Company (the “Board”) to fix the directors’ remuneration.

9. To re-appoint auditors and to authorise the Board to fix their remuneration.

Special business

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

“ THAT :

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

11

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (b) the approval in paragraph (a) above shall authorise the Board during the Relevant Period (as defined below) to make, issue or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined below);

• (c) the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of the rights of subscription or conversion under the terms of any warrant or other securities issued by the Company carrying a right to subscribe for shares of the Company; or (iii) the exercise of subscription rights under any share option scheme of the Company; or (iv) an issue of shares as scrip dividends pursuant to the bye-laws of the Company from time to time, shall not exceed the aggregate of (i) 20% of the total number of shares of the Company in issue as at the date of this resolution; and (ii) subject to the passing of resolution 7 below, all those number of shares which may from time to time be bought back by the Company pursuant to the general mandate granted under resolution 6 below, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means the allotment, issue or grant of shares of the Company pursuant to an offer open for a period fixed by the Board to holders of shares or any class thereof on the register of members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body of any stock exchange in any territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to buy back its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange (as applicable) as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company to be bought back by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares of the Company in issue at the date of this resolution, and the said approval shall be limited accordingly; and

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

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

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

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

“ THAT the Board be and is hereby given a general mandate to add all those shares in the capital of the Company which may from time to time be bought back by the Company pursuant to the approval granted under resolution 6 above to the general mandate granted under resolution 5 above.”

By order of the Board CNT Group Limited Fok Pik Yi, Carol Company Secretary

Hong Kong, 27 April 2020

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Notes:

1. Any member 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 member of the Company.

2. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority shall be delivered to the Company’s share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting at which the person named in the instrument proposes to vote or any adjournment thereof (as the case may be).

3. The register of members of the Company will be closed from Monday, 1 June 2020 to Thursday, 4 June 2020, both days inclusive, during the period no transfer of shares will be effected. In order to be entitled to attend and vote at the annual general meeting of the Company, all transfers accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 29 May 2020.

4. The register of members of the Company will be closed from Wednesday, 10 June 2020 to Thursday, 11 June 2020, both days inclusive, during the period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 9 June 2020.

5. To safeguard the health and safety of attending shareholders and proxies and to reduce the risk of COVID-19 spreading, the following precautionary measures will be taken at the annual general meeting of the Company:

6. (i) Compulsory body temperature check;

7. (ii) Mandatory wearing of surgical face mask;

8. (iii) No refreshments will be served; and

9. (iv) No entry will be allowed to any person who is subject to mandatory quarantine order imposed by the HKSAR Government and any person who does not comply with the precautionary measures may be denied entry into the meeting venue.

Shareholders are strongly encouraged to appoint the Chairman of the annual general meeting of the Company as their proxy to vote according to their indicated voting instructions as an alternative to attending the annual general meeting of the Company in person.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as appropriate.

1. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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