Solis Holdings Limited — Proxy Solicitation & Information Statement 2020

Apr 29, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Solis Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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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Solis Holdings Limited 守益控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2227)

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2020 annual general meeting (“2020 AGM”) of the Company to be held at 85 Tagore Lane, Singapore 787527 on Friday, 19 June 2020 at 2:00 p.m. is set out on pages 17 to 20 of this circular.

Whether or not you are able to attend the 2020 AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share Registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric 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 2020 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting (or any adjourned meeting thereof) should you so wish.

Hong Kong, 29 April 2020

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Grant of General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2020 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

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

• “2019 AGM”

the annual general meeting of the Company held on Monday, 3 June 2019

• “2020 AGM”

the annual general meeting of the Company to be held at 85 Tagore Lane, Singapore 787527 on Friday, 19 June 2020 at 2:00 p.m., a notice of which is set out on pages 17 to 20 of this circular

• “Articles of Association”

the articles of association of the Company as amended from time to time

• “Board”

the board of Directors of the Company

• “Close associate(s)”

has the meaning ascribed thereto under the Listing Rules

• “Company”

Solis Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability with its shares listed on the Main Board of the Stock Exchange (stock code: 2227)

• “Controlling Shareholder(s)”

has the meaning ascribed thereto under the Listing Rules and means the controlling shareholders of the Company, namely, HMK Investment Holdings Limited, Mr. Tay Yong Hua, Mr. Tay Yong Meng and Mr. Kenneth Teo Swee Cheng (Kenneth Zhang Ruiqing)

• “Core Connected Person(s)”

has the meaning ascribed thereto under the Listing Rules

• “Director(s) ”

the director(s) of the Company

• “Group”

the Company and its subsidiaries from time to time

• “Hong Kong”

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

– 1 –

DEFINITIONS

“Latest Practicable Date”	22 April 2020, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information in this circular prior to its publication
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended, supplemented or otherwise
	modified from time to time
“SFO”	the 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) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	the Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“S$”	Singapore dollars, the lawful currency of Singapore
“%”	per cent.

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LETTER FROM THE BOARD

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Solis Holdings Limited 守益控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2227)

Executive Directors:

Mr. Tay Yong Hua (Chairman) Mr. Liang Qianyuan (Chief Executive Officer)

Independent Non-executive Directors:

Mr. Cheung Garnok Dr. Guan Huan Fei Mr. Jacobsen William Keith Mr. Liu Hongen

Registered Office:

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

Principal place of business in Hong Kong:

Room 1002-03, 10/F. Perfect Commercial Building No. 20 Austin Avenue Tsim Sha Tsui, Kowloon Hong Kong 29 April 2020

To the Shareholders,

Dear Sirs or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the 2019 AGM, general unconditional mandates were given to the Directors to exercise all powers of the Company to:

• (a) allot, issue and deal with the Shares with an aggregate number of Shares not exceeding 20% of the number of Shares of the Company in issue as at that date;

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LETTER FROM THE BOARD

• (b) repurchase the Shares with an aggregate number of Shares not exceeding 10% of the number of Shares of the Company in issue as at that date; and

• (c) extend the general mandate to issue Shares as mentioned in (a) above by the addition to the number of Shares of the Company purchased by the Company pursuant to the repurchase mandate set out in (b) above.

The above general mandates will expire at the conclusion of the 2020 AGM, unless renewed at that meeting.

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the 2020 AGM for (i) granting the general mandates to the Directors to allot, issue, deal with new Shares and repurchase existing Shares; and (ii) the re-election of the retiring Directors.

PROPOSED GRANT OF GENERAL MANDATES

Three respective ordinary resolutions will be proposed at the 2020 AGM for the purposes of granting the general mandates to the Directors:

• (a) to allot, issue and otherwise deal with additional Shares with the aggregate number of Shares not exceeding 20% of the number of Shares of the Company in issue (the “Issue Mandate”) as at the date of passing the resolution approving the Issue Mandate (subject to adjustment in case of any conversion of any or all of the Shares into a larger or smaller number of Shares after approving the Issue Mandate);

• (b) to repurchase Shares with the aggregate number of Shares not exceeding 10% of the number of Shares of the Company in issue (the “Repurchase Mandate”) as at the date of passing the resolution approving the Repurchase Mandate (subject to adjustment in case of any conversion of any or all of the Shares into a larger or smaller number of Shares after approving the Repurchase Mandate); and

• (c) to add to the general mandate to issue Shares (the “Extension Mandate”) set out in (a) above by the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

The full text of these resolutions are set out in Resolution 6 (“Issue Mandate”), Resolution 7 (“Repurchase Mandate”) and Resolution 8 in the notice of the 2020 AGM contained in pages 17 to 20 of this circular.

The aforesaid mandates, unless revoked or varied by way of ordinary resolutions of the Shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company, which will be convened on or before 30 June 2021.

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LETTER FROM THE BOARD

In accordance with the requirements set out in the Listing Rules, the Company is required to send to Shareholders an explanatory statement containing requisite information to consider the Repurchase Mandate subject to certain restrictions, which are set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

To comply with the Corporate Governance Code and Corporate Governance Report under Appendix 14 to the Listing Rules and in accordance with the Articles of Association of the Company, Mr. Liang Qianyuan, Mr. Cheung Garnok, Dr. Guan Huan Fei, Mr. Jacobsen William Keith and Mr. Liu Hongen shall retire from office at the 2020 AGM, and being eligible, offer themselves for re-election at the 2020 AGM.

Details of the retiring Directors proposed to be re-elected as Directors at the 2020 AGM, which are required to be disclosed by the Listing Rules, are set out in Appendix II to this circular.

2020 AGM

The notice convening the 2020 AGM is set out on pages 17 to 20 of this circular.

A form of proxy for use at the 2020 AGM is enclosed with this circular. Whether or not you intend to attend the 2020 AGM, you are requested to complete and return the form of proxy to the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric 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 2020 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by way of poll. Therefore, all proposed resolutions put to vote at the 2020 AGM shall be taken by way of poll.

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 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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board of Directors consider that the proposed granting of the Issue Mandate, the Repurchase Mandate, the Extension Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board of Directors recommend the Shareholders to vote in favour of such relevant resolutions to be proposed at the 2020 AGM.

Yours faithfully, For and on behalf of the Board of Solis Holdings Limited Tay Yong Hua Executive Chairman and Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate.

SHAREHOLDERS’ APPROVAL

The Listing Rules provide that all repurchase of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval in relation to specific transactions.

SHARE CAPITAL

As at the Latest Practicable Date, 915,600,000 Shares were in issue and fully paid.

Subject to the passing of the relevant ordinary resolutions and on the basis that no further Shares are issued and repurchased prior to the 2020 AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 91,560,000 Shares, representing 10% of the aggregate number of the Shares in issue.

REASONS FOR REPURCHASE

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

FUNDING OF REPURCHASE

Any repurchase will only be funded out of funds of the Company legally available for the purpose of making the proposed purchases in accordance with the Company’s Articles of Association and the laws of the Cayman Islands.

EFFECT OF EXERCISING THE REPURCHASE MANDATE

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 Company’s audited financial statements for the year ended 31 December 2019) in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase of Shares 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.

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EXPLANATORY STATEMENT

APPENDIX I

DIRECTORS AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their respective Close Associates have any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Share to the Company or its subsidiaries.

No Core Connected Persons 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.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a repurchase of Shares, 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 the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the interest of our Shareholders, could obtain or consolidate control of our Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, the following Shareholder was interested in more than 10% of the issued shares of the Company:

			Approximate
			% of the
			Company’s
		Approximate	issued voting
		% of the	shares if the
		Company’s	Repurchase
	Number of	issued voting	Mandate is
Name of shareholder	shares held	shares	exercised in full
HMK Investment Holdings
LimitedNote	519,792,000	56.77%	63.08%

Note: The 519,792,000 shares are beneficially held by HMK Investment Holdings Limited, which is owned as to 90% by Mr. Tay Yong Hua, 6% by Mr. Tay Yong Meng and 4% by Mr. Kenneth Teo Swee Cheng (Kenneth Zhang Ruiqing), and they are deemed to be interested in 519,792,000 Shares held by HMK Investment Holdings Limited by virtue of the SFO.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

Save as aforesaid, the Directors are not aware of any other consequence under the Takeovers Code as a result of a repurchase of Shares made pursuant to the Share Repurchase Mandate. The Directors do not propose to exercise the Repurchase Mandate to such extent that the public shareholding would be reduced to less than 25% of the issued share capital of the Company.

SHARE REPURCHASE MADE BY THE COMPANY IN THE PREVIOUS SIX MONTHS

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

SHARE PRICES OF PREVIOUS TWELVE MONTHS

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
March	0.64	0.54
April	0.69	0.58
May	0.66	0.56
June	0.84	0.63
July	0.95	0.77
August	0.96	0.75
September	0.90	0.77
October	0.86	0.63
November	0.66	0.58
December	0.70	0.56
2020
January	0.67	0.54
February	0.64	0.52
March	0.65	0.49
April (up to the Latest Practicable Date)	0.56	0.31

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

As required by the Listing Rules, the followings are the particulars of the Directors proposed to be re-elected at the 2020 AGM:

1. Mr. Cheung Garnok

Mr. Cheung Garnok (“Mr. Cheung”), aged 44, was appointed as an independent non-executive Director on 11 June 2019. He is also the chairman of audit committee and a member for each of remuneration committee and nomination committee.

Mr. Cheung has over two decades of experience involving in the public accounting, auditing, corporate accounting and compliance areas. He also has extensive business exposure across industry sectors in real estates, hotel hospitality, ports, property development, FMCG (fast-moving consumer goods), fashion retailing, ecommerce, digital marketing and logistics.

Since June 2015, Mr. Cheung has been the chief financial officer for eCargo Holdings Limited (“eCargo”), an ecommerce-enabling and technology company with operations in Hong Kong, China and Australia and listed on the Australian Securities Exchange (ASX: ECG). In addition to his responsibilities on finance and accounting matters, Mr. Cheung is also responsible for eCargo’s strategic planning, daily operations, investor relations and business development. Between February 2006 and March 2013, Mr. Cheung was the assistant to managing director and subsequently between February 2013 and May 2015, the chief financial officer at ITC Corporation Limited (“ITC”, renamed as PT International Development Corporation Limited), a company listed on the Main Board of the Hong Kong Stock Exchange (stock code: 372) that invest in a diversified portfolio group of listed and unlisted ventures. He served as a director of a number of operating subsidiaries of ITC.

Mr. Cheung received his Bachelor’s Degree in Finance from the University of Hong Kong in July 1998. He is a certified public accountant recognised by the Washington State, U.S.A, since August 2005 and is a member of the American Institute of Certified Public Accountants since November 2012. He is also a Chartered Global Management Accountant since November 2012. He has completed the Blockchain Strategy Programme at the University of Oxford, England, United Kingdom in May 2018 (through long distance learning).

Mr. Cheung has entered into a letter of appointment with the Company for a fixed term of one year commencing on 11 June 2019 and will continue thereafter until terminated in accordance with the terms of the letter of appointment. He is subject to retirement by rotation and be eligible for re-election at the 2020 AGM in accordance with the Articles of Association of the Company.

Pursuant to the letter of appointment, Mr. Cheung will receive an annual director’s fee of HK$240,000, which was determined with reference to his duties and responsibilities, the Company’s remuneration policy and the prevailing market conditions. The remuneration of Mr. Cheung will be subject to annual review by the remuneration committee of the Board and the Board from time to time with reference to his responsibility and annual performance.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Cheung does not hold any other position in the Company or its subsidiaries nor any directorship in other listed public company in Hong Kong or overseas in the last three years prior to the Latest Practicable Date.

Mr. Cheung does not have any relationships with any Directors, senior management, substantial or controlling shareholders (as defined under the Listing Rules) of the Company.

Further, Mr. Cheung does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Cheung that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to any requirements of Rules 13.51(2) (h) to (v) of the Listing Rules.

2. Dr. Guan Huan Fei

Dr. Guan Huan Fei (“Dr. Guan”), aged 62, was appointed as an independent nonexecutive Director on 23 August 2019. He is also the chairman of nomination committee, and a member for each of audit committee and corporate governance committee.

Dr. Guan has extensive experience in the finance and insurance industry in Hong Kong and the People’s Republic of China. He held various senior managerial positions in the People’s Insurance Company of China (Jilin Branch)（中國人民保險公司吉林省分公 司）, the business department of Hong Kong and Macao Regional Office of China Insurance Group（中國保險港澳管理處）, Ming An Insurance Company (Hong Kong) Limited（香 港民安保險有限公司）and China Pacific Insurance Co., (HK) Ltd.（中國太平洋保險 （香港）有限公司）. He also held offices at the Bank of Communications, including the deputy chairman of the risk asset management committee, deputy chairman of credit asset management, chairman of loan verification committee, deputy general manager of the Bank of Communications Hong Kong Branch, the director of Bank of Communications Trustee Limited, the chairman and chief executive of China BOCOM Insurance Co., Ltd. and an executive director and general manager of BoComm Life Insurance Company Limited.

Dr. Guan is also currently an independent non-executive director for each of China Nonferrous Mining Corporation Limited (stock code: 1258), HongDa Financial Holding Limited (stock code: 1822), China Shandong HiSpeed Financial Group Limited (stock code: 412), Huarong International Financial Holdings Limited (stock code: 993) and Sunwah Kingsway Capital Holdings Limited (stock code: 188).

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Guan was appointed as a non-executive director of Ping An Securities Group (Holdings) Limited (stock code: 231) for the period from December 2017 to June 2018. Dr. Guan had been the chairman emeritus of Culturecom Holdings Limited (stock code: 343) and the chairman of the board of directors of UCAN.COM Group Limited, a subsidiary of Culturecom Holdings Limited from July 2013 to March 2016. Dr. Guan has been an executive director of CCT Land Holdings Limited (stock code: 261) since May 2015 and had resigned in September 2017. Dr. Guan was an independent non-executive director of Silver Base Group Holdings Limited (stock code: 886) for the period from March 2008 to January 2011. He was an executive director and president of the said company from January 2011 to December 2012.

Dr. Guan obtained a Doctor’s Degree in Economics in 2000 from Wuhan University and was a postdoctoral researcher in Theoretical Economics with Fudan University from 2000 to 2002. Dr. Guan has been a part-time researcher of the Insurance Research Centre of Fudan University since 2004. He has been appointed as a part-time lecturer of a professional degree of Fudan University since 2013. Dr. Guan is an economic and technical consultant of Jilin Provincial Government.

Dr. Guan has entered into a letter of appointment with the Company for a fixed term of one year commencing on 23 August 2019 and will continue thereafter until terminated in accordance with the terms of the letter of appointment. He is subject to retirement by rotation and be eligible for re-election in accordance with the Articles of Association of the Company.

Pursuant to the letter of appointment, Dr. Guan will receive an annual director’s fee of HK$240,000, which was determined with reference to his duties and responsibilities, the Company’s remuneration policy and the prevailing market conditions. The remuneration of Dr. Guan will be subject to annual review by the remuneration committee of the Board and the Board from time to time with reference to his responsibility and annual performance.

Save as disclosed above, Dr. Guan does not hold any other position in the Company or its subsidiaries nor any directorship in other listed public company in Hong Kong or overseas in the last three years prior to the Latest Practicable Date.

Dr. Guan does not have any relationships with any Directors, senior management, substantial or controlling shareholders (as defined under the Listing Rules) of the Company.

Further, Dr. Guan does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

Save as disclosed above, there is no other matter relating to the re-election of Dr. Guan that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to any requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

– 12 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

3. Mr. Jacobsen William Keith

Mr. Jacobsen William Keith (“Mr. Jacobsen”), aged 53, was appointed as an independent non-executive Director on 25 September 2019. He is also the chairman of remuneration committee and a member for each of audit committee and corporate governance committee.

Mr. Jacobsen is a responsible officer of a licensed corporation to advise on corporate finance matters. Mr. Jacobsen has more than 25 years of experience in corporate finance and business development. Mr. Jacobsen is a non-executive director of Cocoon Holdings Limited (stock code: 428) since 17 November 2014, an independent non-executive director of KK Culture Holdings Limited (stock code: 550) since 8 September 2015 and an independent non-executive director of abc Multiactive Limited (stock code: 8131) since 10 July 2009. He was also an independent non-executive Director of Sustainable Forest Holdings Limited (stock code: 723) and a non-executive Director of Ping An Securities Group (Holdings) Limited (stock code: 231) for the period from 4 January 2013 to 29 December 2017 and from 12 August 2015 to 30 September 2016 respectively.

Mr. Jacobsen obtained a Bachelor’s Degree in Law from the University of Hong Kong and a Master’s Degree in Business Administration from the University of British Columbia.

Mr. Jacobsen has entered into a letter of appointment with the Company for a fixed term of one year commencing on 25 September 2019 and will continue thereafter until terminated in accordance with the terms of the letter of appointment. He is subject to retirement by rotation and be eligible for re-election in accordance with the Articles of Association of the Company.

Pursuant to the letter of appointment, Mr. Jacobsen will receive an annual director’s fee of HK$240,000, which was determined with reference to his duties and responsibilities, the Company’s remuneration policy and the prevailing market conditions. The remuneration of Mr. Jacobsen will be subject to annual review by the remuneration committee of the Board and the Board from time to time with reference to his responsibility and annual performance.

Save as disclosed above, Mr. Jacobsen does not hold any other position in the Company or its subsidiaries nor any directorship in other listed public company in Hong Kong or overseas in the last three years prior to the Latest Practicable Date.

Mr. Jacobsen does not have any relationships with any Directors, senior management, substantial or controlling shareholders (as defined under the Listing Rules) of the Company.

– 13 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Further, Mr. Jacobsen does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Jacobsen that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to any requirements of Rules 13.51(2) (h) to (v) of the Listing Rules.

4. Mr. Liang Qianyuan

Mr. Liang Qianyuan (“Mr. Liang”), aged 62, was appointed as a non-executive Director on 25 September 2019 and was re-designated as an executive Director and appointed as the Chief Executive Officer of the Company on 13 December 2019. He is also the chairman of corporate governance committee.

Mr. Liang obtained an academic diploma of Party and government cadres from Guangdong Radio & TV University in 1986. Mr. Liang has more than 30 years’ experience in the banking industry and corporate advisory in the People’s Republic of China. He currently is a director of Shenzhen City Hua Shang Zhi Jia Wealth Management Co., Ltd. （深圳市華商之家財富管理有限公司）.

Mr. Liang was appointed as a non-executive Director of Core Economy Investment Group Limited (Stock Code: 339) with effect from 4 July 2019.

Mr. Liang has entered into a service contract with the Company for a term of three years commencing on 13 December 2019 and will continue thereafter until terminated in accordance with the terms of the service agreement. He is subject to retirement by rotation, and be eligible for re-election at the annual general meeting in accordance with the Articles of Association of the Company.

Pursuant to the service contract, Mr. Liang will receive a fixed salary of S$120,000 per annum. His remuneration was determined with reference to his duties and responsibilities, the Company’s remuneration policy and the prevailing market conditions, which will be subject to annual review by the remuneration committee of the Board and the Board from time to time with reference to his responsibility and annual performance.

Save as disclosed above, Mr. Liang does not hold any other position in the Company or its subsidiaries nor any directorship in other listed public company in Hong Kong or overseas in the last three years prior to the Latest Practicable Date.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Liang does not have any relationships with any Directors, senior management, substantial or controlling shareholders (as defined under the Listing Rules) of the Company.

Further, Mr. Liang does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Liang that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to any requirements of Rules 13.51(2) (h) to (v) of the Listing Rules.

5. Mr. Liu Hongen

Mr. Liu Hongen (“Mr. Liu”), aged 54, was appointed as an independent non-executive Director on 4 January 2020. He is also a member of the nomination committee.

Mr. Liu has over 30 years of experience in public relation, media and brand building. Mr. Liu obtained a Bachelor’s degree in Journalism of Zhengzhou University in 1987. In 1987, he started his career as a reporter, editor and program director in Zhengzhou People’s Broadcasting station and eventually, he promoted as the deputy director, responsible person and chief reporter of Shenzhen Commercial Daily in 2013. He was appointed as the brand consultant of Luzhou Laojiao in China from 2010 to 2013. From 2013 to 2015, Mr. Liu was appointed as the chairman of Shenzhen Huibang Investment Co. Ltd. Since 2016, Mr. Liu was appointed as the chairman of Shenzhen Damei Investment Co. Ltd. and the general manager of Zhengzhou Lingcheng Real Estate Co. Ltd. In 2016, Mr Liu was appointed as the investment consultant by the People’s Government of Gongyi, Henan.

Mr. Liu has entered into a letter of appointment with the Company for a fixed term of one year commencing on 4 January 2020 and will continue thereafter until terminated in accordance with the terms of the letter of appointment. He is subject to retirement by rotation and be eligible for re-election in accordance with the Articles of Association of the Company.

Pursuant to the letter of appointment, Mr. Liu will receive an annual director’s fee of HK$240,000, which was determined with reference to his duties and responsibilities, the Company’s remuneration policy and the prevailing market conditions. The remuneration of Mr. Liu will be subject to annual review by the remuneration committee of the Board and the Board from time to time with reference to his responsibility and annual performance.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Save as disclosed above, Mr. Liu does not hold any other position in the Company or its subsidiaries nor any directorship in other listed public company in Hong Kong or overseas in the last three years prior to the Latest Practicable Date.

Mr. Liu does not have any relationships with any Directors, senior management, substantial or controlling shareholders (as defined under the Listing Rules) of the Company.

Further, Mr. Liu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Liu that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to any requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [77 x 77] intentionally omitted <==

Solis Holdings Limited 守益控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2227)

NOTICE IS HEREBY GIVEN that the annual general meeting of Solis Holdings Limited (the “Company”) will be held at 85 Tagore Lane, Singapore 787527 on Friday, 19 June 2020 at 2:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and of the auditors for the year ended 31 December 2019;

2. To re-elect Mr. Liang Qianyuan as an executive Director;

3. To re-elect Mr. Cheung Garnok, Dr. Guan Huan Fei, Mr. Jacobsen William Keith and Mr. Liu Hongen as independent non-executive Directors;

4. To authorise the Board of Directors to fix the Directors’ remuneration;

5. To re-appoint Deloitte & Touche LLP as auditors of the Company and to authorize the Board of Directors to fix their remuneration;

6. To consider as special business, and if thought fit, to pass the following resolutions as Ordinary Resolutions:

“ THAT :

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

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NOTICE OF ANNUAL GENERAL MEETING

• (B) the approval in paragraph (A) above shall be in addition to any other authorisation given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period (as defined below) to make or grant offers and agreements which might require the exercise of such power after the end of the Relevant Period (as defined below);

• (C) the aggregate number of Shares allotted, issued and dealt with, or agreed conditionally or unconditionally to be allotted, issued and dealt with by the directors of the Company pursuant to the approval in paragraph (A) of this Resolution, otherwise than pursuant to:

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

• (ii) the exercise of any option under the Company’s share option scheme(s); or

• (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares pursuant to the Articles of Association of the Company from time to time,

shall not exceed 20% of the number of Shares of the Company in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

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 either by any applicable laws or by the Articles of Association of the Company to be held; and

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

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to the holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares, 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong.”

1. To consider as special business, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ THAT :

• (A) subject to paragraph (B) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to repurchase issued shares in the capital of the Company, in accordance with all applicable laws and the requirements set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby approved generally and unconditionally;

• (B) the aggregate number of Shares authorized to be repurchased or agreed conditionally or unconditionally to be repurchased by the directors of the Company pursuant to the approval in paragraph (A) above shall not exceed 10% of the aggregate number of Shares of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

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 either by any applicable laws or by the Articles of Association of the Company to be held; and

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

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Ordinary Resolutions numbered 6 and 7 as set out in the Notice convening this meeting, the aggregate number of Shares of the Company that shall have been repurchased by the Company after the date thereof pursuant to and in accordance with the said Ordinary Resolution 7 shall be added to the aggregate number of Shares that may be allotted, issued and disposed of or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to the general mandate to allot and issue shares granted to the directors of the Company by the said Ordinary Resolution 6.”

By Order of the Board Solis Holdings Limited Tay Yong Hua Executive Chairman and Executive Director

Hong Kong, 29 April 2020

Notes:

• i. Any member entitled to attend and vote at the meeting convened is entitled to appoint another person(s) as his proxy to attend and vote in his behalf. A member who is the holder of two or more shares of the Company may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.

• ii. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the meeting or any adjournment thereof should he so wish, in such event, the form of proxy shall be deemed to be revoked.

• iii. In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto if more than one of such joint holders are present at the 2020 AGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand first in the Register of Shareholders in respect of the joint holding.

• iv. The above resolutions will be put to vote at the meeting by way of poll.

• v. The Register of Members of the Company will be closed from Tuesday, 16 June 2020 to Thursday, 18 June 2020 (both days inclusive), during which period no transfer of shares will be registered. To determine the entitlement to attend and vote at the Annual General Meeting of the Company, all transfer document, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Monday, 15 June 2020.

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