S&P International Holding Limited — Proxy Solicitation & Information Statement 2021

Apr 16, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in S&P International Holding Limited, you should at once hand this circular and 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 transfer was effected for transmission to the purchaser or transferee.

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S&P INTERNATIONAL HOLDING LIMITED 椰豐集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1695)

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

Capitalised terms used in the lower portion of this cover page and the contents page of this circular shall have the same respective meanings as those defined in the section headed “DEFINITIONS” of this circular.

A notice convening the 2021 AGM to be held at 27-1, Jalan PJU 5/13, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia on Thursday, 20 May 2021 at 11:00 a.m. is set out on pages 21 to 28 of this circular. A form of proxy for use in connection with the 2021 AGM is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.spfood.com). If you are not able or do not intend to attend the 2021 AGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company’s branch share registrar and transfer office 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 later than 48 hours before the time appointed for holding the 2021 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2021 AGM or its adjournment if you so wish. If you attend and vote at the 2021 AGM, the instrument appointing your proxy will be deemed to have been revoked.

PRECAUTIONARY MEASURES FOR THE 2021 AGM

Please refer to the notice of 2021 AGM for measures being taken to try to prevent and control the spread of the COVID-19 at the 2021 AGM, including:

• limiting the number of the attendees of the 2021 AGM to avoid over-crowding

• • maintaining an appropriate social distancing between seats

• compulsory body temperature checks

• • wearing of a face mask for each attendee • no provision of drinks, refreshments or souvenirs

SHAREHOLDERS ARE STRONGLY ENCOURAGED TO APPOINT THE CHAIRMAN OF THE 2021 AGM AS THEIR PROXY AND TO RETURN THEIR PROXY FORMS BY THE TIME SPECIFIED ABOVE, INSTEAD OF ATTENDING THE 2021 AGM IN PERSON.

DUE TO THE CONSTANTLY EVOLVING COVID-19 PANDEMIC SITUATION, THE COMPANY MAY BE REQUIRED TO CHANGE THE 2021 AGM ARRANGEMENTS AT SHORT NOTICE. SHAREHOLDERS SHOULD CHECK THE COMPANY’S WEBSITE FOR FUTURE ANNOUNCEMENTS AND UPDATES ON THE 2021 AGM ARRANGEMENTS.

19 April 2021

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Extension of Issue Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX I — BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX II — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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

“2020 AGM”	the AGM held on 22 May 2020
“2021 AGM”	the AGM to be held at 27-1, Jalan PJU 5/13, Dataran
	Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor,
	Malaysia on Thursday, 20 May 2021 at 11:00 a.m. to
	consider and, if appropriate, to approve the resolutions
	contained in the notice of the meeting, which is set out on
	pages 21 to 28 of this circular, or its adjournment
“AGM”	the annual general meeting of the Company
“Annual Report”	the annual report of the Company for the Year
“Articles of Association”	the articles of association of the Company as amended,
	supplemented or otherwise modified from time to time
“Audit Committee”	the audit committee of the Board
“Board”	the board of Directors
“BVI”	the British Virgin Islands
“Chairman”	the chairman of the Board
“close associate(s)”	has the meaning ascribed thereto under the Listing Rules
“Company”	S&P International Holding Limited, an exempted company
	incorporated in the Cayman Islands with limited liability,
	whose issued Shares are listed and traded on the Stock
	Exchange (stock code: 1695)
“controlling shareholder(s)”	has the meaning ascribed thereto under the Listing Rules
“core connected person(s)”	has the meaning ascribed thereto under the Listing Rules
“COVID-19”	the novel coronavirus (COVID-19) disease

– 1 –

DEFINITIONS

“Director(s)” the director(s) of the Company “Executive Director(s)” the executive Director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Auditors” the independent auditors of the Company

• “INED(s)” the independent non-executive Director(s)

• “Issue Mandate” the general and unconditional mandate proposed to be granted at the 2021 AGM to the Directors to allot, issue and deal with additional Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the resolution granting such mandate

• “Latest Practicable Date” 13 April 2021, being the latest practicable date for ascertaining certain information contained herein prior to the printing of this circular

• “Listing Date” 11 July 2017, the date on which the issued Shares were initially listed on the Stock Exchange

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

• “Managing Director” the managing director of the Company

• “Mazars”

• Mazars PLT, the Independent Auditors

• “Mr. Lee”

• Mr. Lee Sieng Poon, an Executive Director, the Managing Director and a substantial shareholder of the Company

– 2 –

DEFINITIONS

“Mr. Tang”	Mr. Tang Koon Fook, the Chairman, an Executive Director	Mr. Tang Koon Fook, the Chairman, an Executive Director
	and a controlling shareholder of the Company
“Nomination Committee”	the nomination committee of the Board
“PRC”	the People’s Republic of China and for the purpose of this
	circular, excluding the Hong Kong and Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan
“Remuneration Committee”	the remuneration committee of the Board
“Repurchase Mandate”	the general and unconditional mandate proposed to	be
	granted at the 2021 AGM to the Directors to repurchase
	Shares during the relevant period not exceeding 10% of the
	aggregate number of the issued Shares as at the date	of
	passing the resolution granting such mandate
“RM”	Malaysian Ringgit, the lawful currency of Malaysia
“SFC”	the Securities and Futures Commission in Hong Kong
“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)”	the ordinary share(s) of nominal or par value of HK$0.01
	each in the share capital of the Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”	has the meaning ascribed thereto under the Listing Rules
“substantial shareholder(s)”	has the meaning ascribed thereto under the Listing Rules

– 3 –

DEFINITIONS

“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong approved by the SFC as amended, supplemented or otherwise modified from time to time “Trinity” Trinity Holding Limited, a company incorporated in the BVI with limited liability on 8 November 2016 and wholly owned by Mr. Lee who is also the sole director of Trinity “TYJ” TYJ Holding Limited, a company incorporated in the BVI with limited liability on 8 November 2016 and wholly owned by Mr. Tang who is also the sole director of TYJ “Year” the year ended 31 December 2020 “%” per cent

– 4 –

LETTER FROM THE BOARD

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S&P INTERNATIONAL HOLDING LIMITED 椰豐集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1695)

Executive Directors: Tang Koon Fook (Chairman) Lee Sieng Poon (Managing Director) Yap Boon Teong Wong Yuen Lee

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

Independent Non-executive Directors: Fung Che Wai, Anthony Ng Hock Boon Lim Sey Hock

Headquarters and Principal Place of Business in Malaysia: No. 27-3 Jalan PJU 5/13, Dataran Sunway Kota Damansara 47810 Petaling Jaya Selangor Darul Ehsan Malaysia

Principal Place of Business in Hong Kong: 31/F., 148 Electric Road North Point Hong Kong 19 April 2021

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

The Directors will propose at the 2021 AGM the resolutions for, among other matters, (i) the granting of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate, and (iii) the proposed re-election of the retiring Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the 2021 AGM and provide you with the information regarding the above resolutions to be proposed at the 2021 AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

ISSUE MANDATE

Given that the general mandate granted to the Directors to issue Shares by the Shareholders at the 2020 AGM will lapse at the conclusion of the 2021 AGM, an ordinary resolution will be proposed at the 2021 AGM to grant the Issue Mandate to the Directors. Based on 1,080,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2021 AGM, the Directors will be authorised to allot, issue and deal with up to a total of 216,000,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the 2021 AGM. The Issue Mandate, if granted at the 2021 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

REPURCHASE MANDATE

Given that the general mandate granted to the Directors to repurchase Shares by the Shareholders at the 2020 AGM will lapse at the conclusion of the 2021 AGM, an ordinary resolution will be proposed at the 2021 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on 1,080,000,000 Shares in issue as at the Latest Practicable Date, and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2021 AGM, the Company would be allowed to repurchase a maximum of 108,000,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted at the 2021 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

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LETTER FROM THE BOARD

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make informed decisions on whether to vote for or against the resolution approving the Repurchase Mandate.

EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2021 AGM to extend the Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.

RE-ELECTION OF RETIRING DIRECTORS

Retirement of Directors

As at the Latest Practicable Date, there were four Executive Directors, namely Mr. Tang, Mr. Lee, Mr. Yap Boon Teong (“ Mr. Yap ”) and Ms. Wong Yuen Lee (“ Ms. Wong ”); and three INEDs, namely Mr. Fung Che Wai, Anthony, Mr. Ng Hock Boon and Mr. Lim Sey Hock (“ Mr. Lim ”).

Article 83(3) of the Articles of Association provides that (i) any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and (ii) any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Article 84(1) of the Articles of Association provides that notwithstanding any other provisions in these articles, at each AGM one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.

Article 84(2) of the Articles of Association provides that the Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

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LETTER FROM THE BOARD

Accordingly, Mr. Lim, who was appointed by the Board to fill the vacancy, Mr. Yap and Ms. Wong (collectively, the “ Retiring Directors ”) will retire at the 2021 AGM. The Retiring Directors, being eligible, will offer themselves for re-election at the 2021 AGM.

Procedure and Process for Nomination of Directors

The Nomination Committee will recommend to the Board for the appointment of a Director including an INED in accordance with the following procedures and process:

• A. The Nomination Committee

• i. will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;

• ii. may consult any source it considers appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third party agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to:

  • (a) Diversity in the aspects, amongst others, of gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;

  • (b) Commitment for responsibilities of the Board in respect of available time and relevant interest;

  • (c) Qualifications, including accomplishment and experience in the relevant industries in which the Group’s business is involved;

  • (d) Independence (for INEDs);

  • (e) Reputation for integrity;

  • (f) Potential contributions that the individual can bring to the Board; and

  • (g) Plan(s) in place for the orderly succession of the Board.

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LETTER FROM THE BOARD

• iii. may adopt any process it considers appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third party reference checks;

• iv. will consider a broad range of candidates who are in and outside of the Board’s circle of contacts;

• v. upon considering a candidate suitable for the directorship, will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;

• vi. will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate; and

• vii. will thereafter make the recommendation to the Board in relation to the proposed appointment.

• B. Where a non-executive Director is considered, the Remuneration Committee will make the recommendation to the Board on the policy and structure for the remuneration.

• C. The Board may arrange for the selected candidate to be interviewed by the members of the Board who are not members of the Nomination Committee and the Board will thereafter deliberate and decide the appointment as the case may be.

• D. All appointment of Directors will be confirmed by the filing of the consent to act as Director of the relevant Director (or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director, as the case may be) to be filed with the relevant regulatory authorities, if required.

Recommendation of the Nomination Committee

The Nomination Committee had assessed and reviewed the annual written confirmation of independence of each of the INEDs for the Year and thereafter up to 8 March 2021 based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them, including Mr. Lim remain independent. In addition, the Nomination Committee had evaluated the performance of each of the Retiring Directors for the Year and found their performance satisfactory. In view of the qualifications and experience of Mr. Lim, the proposed re-election of

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LETTER FROM THE BOARD

Mr. Lim as an INED will increase the diversity of the Board as a whole. Therefore, the Nomination Committee nominated the Retiring Directors to the Board for it to propose to Shareholders for re-election at the 2021 AGM.

Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the Retiring Directors, namely Mr. Yap, Ms. Wong and Mr. Lim stand for re-election as Directors at the 2021 AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the 2021 AGM.

The biographical details of each of the Retiring Directors to be re-elected at the 2021 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

Further information about the Board’s composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meetings of the Directors (including the Retiring Directors) is disclosed in the Corporate Governance Report of the Annual Report.

2021 AGM

The Company will convene the 2021 AGM at 27-1, Jalan PJU 5/13, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia on Thursday, 20 May 2021 at 11:00 a.m., at which resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the granting of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate, (iii) the reelection of the Retiring Directors, and (iv) the proposed appointment of Mazars as the Independent Auditors. The notice convening the 2021 AGM is set out on pages 21 to 28 of this circular.

A form of proxy for use in connection with the 2021 AGM is enclosed with this circular and can also be downloaded from the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.spfood.com). If you are not able or do not intend to attend the 2021 AGM and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company’s branch share registrar and transfer office 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 later than 48 hours before the time appointed for holding the 2021 AGM or its adjournment (as the case may be). Completion and return of the form of proxy

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LETTER FROM THE BOARD

will not preclude any Shareholder from attending and voting in person at the 2021 AGM or its adjournment should he/she/it so wishes. If the Shareholder attends and votes at the 2021 AGM, the instrument appointing the proxy will be deemed to have been revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, 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 resolutions to be proposed at the 2021 AGM and contained in the notice of the 2021 AGM will be voted by way of a poll by the Shareholders.

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.

RECOMMENDATION

The Directors consider that the resolutions to be proposed at the 2021 AGM and as set out in the notice of 2021 AGM for approving, among others, (i) the granting of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate, and (iii) the re-election of the Retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2021 AGM as set out in the notice of the 2021 AGM on pages 21 to 28 of this circular.

GENERAL

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

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LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board

S&P International Holding Limited

Tang Koon Fook

Chairman and Executive Director

– 12 –

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the biographical details of the Retiring Directors who will retire as required by the Articles of Association and the Listing Rules and are proposed to be re-elected at the AGM.

MR. YAP BOON TEONG (EXECUTIVE DIRECTOR)

Mr. Yap Boon Teong (“ Mr. Yap ”), aged 54, was appointed as our Executive Director on 22 March 2017. Mr. Yap is a director of S&P Industries Sdn. Bhd. (“ S&P Industries ”), a key operating subsidiary of the Company, and also its general manager of the plant and technical division. He is primarily responsible for the implementation of new projects and provides technical support to factory operations of our Group.

Mr. Yap has over 29 years of experience in the food industry since 1991. From January 1996 to March 1998, Mr. Yap last served as the production manager of Dan Kaffe (Malaysia) Sdn. Bhd., a coffee manufacturer, where he was responsible for overall production. From April 1998 to August 1998, Mr. Yap worked as the factory manager of S&P Food Industries, where he was responsible for overseeing the production and packing department, quality assurance department, purchasing and warehouse department and maintenance department.

Mr. Yap received a bachelor of technology (with honours) in the field of food technology from the Universiti Sains Malaysia in August 1991.

Mr. Yap has entered into a director’s service contract with the Company for a term of three years commencing on the Listing Date. The Company has renewed such contract with Mr. Yap on 8 June 2020 for a term of three years as recommended by the Remuneration Committee and approved by the Board by reference to his responsibilities with the Company, experience and qualifications as well as the prevailing market rate. Under the director’s service contract, Mr. Yap is entitled a director’s fee of HK$96,000 per annum. Mr. Yap is also entitled to receive salaries, allowances, benefits in kind, bonus at the discretion of the Board and contributions to employee’s provident fund in relation to her employment with the Group. For the Year, the total emoluments received by Mr. Yap from the Group amounted to approximately RM305,251. Further details of Mr. Yap’s remuneration are set out in Note 11 to the consolidated financial statements in the Annual Report.

MS. WONG YUEN LEE (EXECUTIVE DIRECTOR)

Ms. Wong Yuen Lee (“ Ms. Wong ”), aged 46, was appointed as our Executive Director on 22 March 2017. Ms. Wong is also a member of the Sanctions Oversight Committee. Ms. Wong is a director of S&P Industries, a key operating subsidiary of the Company. She joined S&P Industries

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

on 1 January 2008 as an executive secretary and was promoted as the human resources manager in January 2011. She has been the general operations manager of S&P Industries since March 2015. She is responsible for human resources and information technology matters and supervising the compliance department.

Ms. Wong has over 16 years of experience in the food industry. Prior to joining our Group, Ms. Wong worked as the retail operations executive of Zitron Enterprise (M) Sdn. Bhd., a mobile phone distributor, from November 1999 to July 2004, where she was responsible for retail operations and customer service. From December 2004 to December 2007, Ms. Wong was an executive secretary of S&P Food Industries, responsible for secretarial and administrative work.

Ms. Wong received a bachelor of arts degree from the Universiti Putra Malaysia in July 1998.

Ms. Wong has entered into a director’s service contract with the Company for a term of three years commencing on the Listing Date. The Company has renewed such contract with Ms. Wong on 8 June 2020 for a term of three years as recommended by the Remuneration Committee and approved by the Board by reference to her responsibilities with the Company, experience and qualifications as well as the prevailing market rate. Under the director’s service contract, Ms. Wong is entitled a director’s fee of HK$96,000 per annum. Ms. Wong is also entitled to receive salaries, allowances, benefits in kind, bonus at the discretion of the Board and contributions to employee’s provident fund in relation to her employment with the Group. For the Year, the total emoluments received by Ms. Wong from the Group amounted to approximately RM258,835. Further details of Ms. Wong’s remuneration are set out in Note 11 to the consolidated financial statements in the Annual Report.

MR. LIM SEY HOCK (INED)

Mr. Lim Sey Hock (“ Mr. Lim ”), aged 50, was appointed as our INED on 1 August 2020. Mr. Lim is also the Chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee. He is responsible for providing independent advice to our board.

Mr. Lim has extensive experience in accounting, auditing, taxation and financing and information technology (“ IT ”). From February 1995 to December 2001, he successively served as a junior auditor, senior auditor and audit manager in various audit firms, where he was mainly responsible for audit planning, field audit, taxation and internal controls. From January 2002 to October 2006, Mr. Lim was a Finance Manager and the Head of Finance of Simpee Huat Frozen Food Sdn Bhd, a frozen food distribution company in Malaysia, where he was responsible for strategic planning, financing, accounting system implementation and internal controls.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

From November 2006 to October 2008, Mr. Lim was the Finance Manager and the Head of IT of S&P Food Industries Sdn Bhd, a key subsidiary of the Company, where he was responsible for the implementation of the enterprise resources planning (“ ERP ”) system, financial reporting and cost control. From October 2008 to September 2019, Mr. Lim was the Chief Financial Officer and a director of Geodis Malaysia Sdn Bhd, a freight forwarding company owned by Geodis Group in France where he was responsible for the overall financial operation, taxation, business excellence, IT and compliance matters. Since September 2019, Mr. Lim is the Finance Transformation Team Lead — APAC of the Geodis Group, a transportation, logistics and supply chain management company where he is responsible for the APAC region of a global finance transformation project.

Mr. Lim was admitted as a fellow member of the Association of Chartered Certified Accountants in the United Kingdom in 2007. He has been a member of the Malaysian Institute of Accountants since 2002 and an ASEAN Chartered Professional Accountant since 2018.

Mr. Lim has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.

Mr. Lim has entered into an appointment letter with the Company in relation to this appointment as an INED for a term of three years commencing on 1 August 2020 and will hold the office as an INED until the first general meeting of Shareholders after his appointment and will be subject to re-election at such meeting. If re-elected, Mr. Lim will be subject to retirement by rotation and re-election at least once in every three years in accordance with the amended and restated articles of association of the Company. As set out in the Appointment Letter, Mr. Lim is entitled to an annual director’s fee of HK$120,000 which has been determined by the Board upon the recommendation of the Remuneration Committee by reference to his responsibilities with the Company, experience and qualifications as well as the prevailing market rate.

GENERAL

Save for the information set out in this section,

• (i) there is no other matter concerning the re-election of each of the Retiring Directors that needs to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules;

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

• (ii) each of the Retiring Directors had not held any directorship in the last three years in any public company, the issued securities of which are listed on any securities market in Hong Kong or overseas;

• (iii) save for the information set out in this section, each of the Retiring Directors confirms with respect to him/her that as at the Latest Practicable Date: (a) he/she did not hold other positions in the Company or other members of the Group; (b) he/she did not have any relationship with any other Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (c) he/she did not have any interests in the Shares within the meaning of Part XV of the SFO;

• (iv) each of (a) the service contracts of Mr. Yap and Ms. Wong and (b) the letter of appointment of Mr. Lim entered into with the Company may be terminated by not less than three months’ notice served by either party on the other;

• (v) each of the Retiring Directors is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association; and

• (vi) the emoluments of all Retiring Directors are determined by the Board upon the recommendation of the Remuneration Committee on the basis of the relevant Director’s experience, level of responsibilities and duties within the Group and the current market situation, and will be reviewed annually.

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EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement as required by Rule 10.06 of the Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the 2021 AGM granting the Repurchase Mandate.

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. SHAREHOLDERS’ APPROVAL

All proposed repurchase of shares on the Stock Exchange by the Company must be approved in advance by the Shareholders by an ordinary resolution of the Company, either by way of a general mandate or by a specific approval to the Directors.

2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,080,000,000 Shares. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate, and assuming that no further Shares are issued and no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of passing such resolution at the 2021 AGM, the Directors would be authorised to repurchase up to a maximum of 108,000,000 Shares, representing 10% of the total number of the issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; and (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

4. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the 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 a repurchase will benefit the Company and the Shareholders as a whole.

5. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s funds legally available in accordance with the laws of the Cayman Islands and the Articles of Association for such purpose.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2020, being the date of its latest published audited consolidated financial statements. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX II

7. SHARE PRICES

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

	**Traded Price **	(HK$)
Month	Highest	Lowest
2020
April	0.080	0.073
May	0.092	0.070
June	0.087	0.070
July	0.092	0.075
August	0.108	0.083
September	0.093	0.080
October	0.083	0.072
November	0.076	0.070
December	0.096	0.075
2021
January	0.085	0.077
February	0.100	0.081
March	0.105	0.090
April (up to and including the Latest Practicable Date)	0.096	0.095

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their respective close associates, has any present intention to sell to the Company or any member of the Group any of the Shares if the Repurchase Mandate is approved at the AGM.

9. UNDERTAKING OF THE DIRECTORS

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 Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT

APPENDIX II

10. EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge and belief of the Directors, as at the Latest Practicable Date, (i) TYJ which is wholly owned by Mr. Tang, an Executive Director and the Chairman was beneficially interested in 567,000,000 Shares, representing 52.5% of the total number of the issued Shares, and Mr. Tang is deemed to be interested in the 567,000,000 Shares held by TYJ; and (ii) Trinity which is wholly owned by Mr. Lee, an Executive Director and the Managing Director was beneficially interested in 243,000,000 Shares, representing 22.5% of the total number of the issued Shares and Mr. Lee is deemed to be interested in the 243,000,000 Shares, held by Trinity. In the event that the Directors will exercise in full the Repurchase Mandate, the proportionate shareholding interests in the Company held by Mr. Tang/TYJ and Mr. Lee/Trinity would be increased to approximately 58.33% and 25%, respectively of the total number of the issued Shares and such increases will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate in whole or in part will result in the aggregate amount of the issued Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the Listing Rules. The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in the amount of the Shares held by the public being reduced to less than 25% of the issued Shares.

11. SHARES REPURCHASE MADE BY THE COMPANY

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

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [89 x 37] intentionally omitted <==

S&P INTERNATIONAL HOLDING LIMITED 椰豐集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1695)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of S&P International Holding Limited (the “ Company ” and the “ AGM ”, respectively) will be held at 27-1, Jalan PJU 5/13, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia on Thursday, 20 May 2021 at 11:00 a.m. (or the adjournment thereof) for the following purposes:

AS ORDINARY BUSINESSES

1. To consider and receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditors of the Company for the year ended 31 December 2020;

2. (a) To re-elect Mr. Yap Boon Teong as an executive director of the Company;

3. (b) To re-elect Ms. Wong Yuen Lee as an executive director of the Company; and

4. (c) To re-elect Mr. Lim Sey Hock as an independent non-executive director of the Company;

5. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company for the year ending 31 December 2021;

6. To re-appoint Mazars PLT as the independent auditors of the Company and authorise the board of directors of the Company to fix its remuneration;

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NOTICE OF ANNUAL GENERAL MEETING

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) of this Resolution below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the “ Directors” ) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “ Shares” ) or securities convertible into or exchangeable for Shares, or options, for similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “ Articles of Association ”) in force from time to time, shall not exceed 20% of the aggregate number of the Shares in issue as at the date of the passing of this Resolution and such approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

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

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

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and

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

“ Rights Issue ” means an offer of Shares, or offer or issue of options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company).”

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) of this Resolution below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase the shares of the Company (the “ Shares” ) in issue on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “ Commission ”) and the Stock Exchange for this purpose, subject to and in accordance with the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws, the Code on Share Buy-backs approved by the Commission and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purposes of this Resolution:

“ Relevant Period ” means the period from the date of 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 to be held by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised from time to time) of the Cayman Islands or any other applicable laws; and

• (iii) the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by 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 conditional upon Resolutions no. 5 and 6 set out in the notice convening this meeting (the “ Notice ”) being passed, the general mandate granted to the directors of the Company pursuant to Resolution no. 5 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of the shares in the capital of the Company (the “ Shares ”) repurchased under the authority granted pursuant to Resolution no. 6 set out in the Notice, provided that such amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing this Resolution.”

By Order of the Board

S&P International Holding Limited Tang Koon Fook Chairman and Executive Director

Hong Kong, 19 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

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

Headquarters and Principal Place of Business in Malaysia:

No. 27-3 Jalan PJU 5/13, Dataran Sunway Kota Damansara 47810 Petaling Jaya Selangor Darul Ehsan Malaysia

Principal Place of Business in Hong Kong:

31/F., 148 Electric Road North Point Hong Kong

Notes:

1. Any member of the Company (the “ Member ” or “ Shareholder ”) entitled to attend and vote at the AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the AGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the AGM in person, the form of proxy will be deemed to have been revoked.

3. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, at the office of the Company’s branch share registrar and transfer office 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 later than 48 hours before the time appointed for holding the AGM or its adjournment.

4. For determining the entitlement of the Members to attend and vote at the AGM, the register of members of the Company (the “ Register of Members ”) will be closed from Friday, 14 May 2021 to Thursday, 20 May 2021 (both dates inclusive), during which period no transfer of Shares will be effected. To qualify for attending and voting at the AGM, non-registered Members must lodge all duly completed and signed transfer documents, accompanied by the relevant share certificates 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 no later than 4:30 p.m. on Thursday, 13 May 2021.

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NOTICE OF ANNUAL GENERAL MEETING

1. In relation to the proposed Resolution no. 2 above, Mr. Yap Boon Teong, Ms. Wong Yuen Lee and Mr. Lim Sey Hock will retire as Directors at the AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in Appendix I to the Company’s circular dated 19 April 2021 (the “ Circular ”).

2. In relation to the proposed Resolution no. 4 above, the Board concurs with the views of the audit committee of the Board and has recommended that Mazars PLT be re-appointed as the independent auditors of the Company.

3. In relation to the proposed Resolution no. 5 above, approval is being sought from the Members for the granting to the Directors of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”). The Directors have no immediate plans to issue any new Shares.

4. In relation to the proposed Resolution no. 6 above, the Directors wish to state that they will exercise the powers granted to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix II to the Circular.

5. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. In case of joint holders of a Share, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the AGM personally or by proxy, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

7. 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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NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE 2021 AGM

The holding of the 2021 AGM in order to comply with the Listing Rules and the Articles of Association could potentially create a significant risk in terms of the spread of the novel coronavirus (COVID-19) disease (the “ COVID-19 ”) pandemic because of large crowds coming together.

To reduce the risk of spreading the COVID-19 pandemic and for the health and safety of the attendees of the 2021 AGM, the Company wishes to remind the Shareholders and their proxies as follows:

Limiting attendance in person at the venue of the 2021 AGM

The standard operating protocols (SOPs) released on 13 January 2021 by the Ministry of Housing and Local Government (KPKT) to be effective during the Conditional Movement Control Order (CMCO) period provides that, among others,:

• Conduct body temperature screening at the entrance before entering the AGM venue. Individual who shows body temperature exceeding 37.5 degree celsius and above or indicating COVID-19 symptoms such as sore throat, cough, cold or breathing difficulty are not allowed to enter the AGM venue.

• • Enroll by scanning QR Code via MySejahtera or records the name, contact number, date and arrival time of the AGM venue as well as temperature reading in the record books provided at the entrance of the AGM venue.

• • Adopts a social distancing as far as 1 meter between individuals. • Meeting attendance capacity is subject to the meeting venue’s size with social distancing taken into consideration.

• • Meeting participation is based on a first-come, first-served basis if the meeting venue cannot accommodate all participants.

• • Persons aged 60 years and above or those with chronic illness are not encouraged to join the meeting.

No attendance

Those individual Shareholders who have any symptoms of an upper respiratory system disease or are under any quarantine requirements are advised not to attend the 2021 AGM in person.

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NOTICE OF ANNUAL GENERAL MEETING

Not later than 48 hours before the time of the 2021 AGM

• (i) For the health and safety of the Shareholders, the Company would like to encourage the Shareholders to exercise their right to vote at the 2021 AGM by appointing the chairman of the 2021 AGM (the “ Chairman ”) as their proxy instead of attending the 2021 AGM in person. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the 2021 AGM or any adjournment thereof should they subsequently so wish. Shareholders may appoint the Chairman to attend and vote on their behalf by completing and depositing the forms of proxy enclosed with the Circular with the Company’s branch share registrars in Hong Kong, whose address is stated below:

Boardroom Share Registrars (HK) Limited 2103B, 21/F., 148 Electric Road, North Point, Hong Kong

• (ii) Shareholders may send their questions in connection with the proposed resolutions stated in the Notice by post to Ms. Chan Hau Lai, Company Secretary of the Company at Boardroom Corporate Services (HK) Limited, 31/F, 148 Electric Road, North Point, Hong Kong and by email to info@spfood.com. If considered appropriate by the Directors at their absolute discretion, the questions will be answered firstly by the Chairman or other Directors present thereat on the floor and then answered in writing to the Shareholders concerned.

At the venue of the Meeting

• (i) The Company will take the body temperature of the intended attendees and refuse entry of those with a temperature of 37.5 degree celsius or above.

• (ii) Attendees are requested to observe good personal hygiene at all times at the 2021 AGM venue and alcohol rubs or hand sanitiser will be provided for use.

• (iii) Attendees must wear face-masks throughout the 2021 AGM and sit at a distance from other attendees and those not wearing face-masks may be denied entry to the 2021 AGM venue. Please note that no masks will be provided at the 2021 AGM venue and attendees should bring and wear their own masks.

• (iv) No drinks, refreshments or souvenirs will be provided.

• (v) Attendees who do not comply with the precautionary measures (i) to (iii) above or been found to have the symptom(s) of an upper respiratory system disease or be obeying a quarantine order may be denied entry to the 2021 AGM venue at the absolute discretion of the Company as permitted by law.

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