THAC Group (Holdings) Limited - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your Shares in Classified Group (Holdings) Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker, registered dealer in securities or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

Classified Group (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8232)

PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2023 annual general meeting of the Company (‘‘AGM’’) to be held at 2/F., Cheung Tak Industrial Building, 30 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong on Friday, 16 June 2023 at 9:30 a.m. is set out on pages 38 to 42 of this circular. A form of proxy for use by the shareholders at the AGM is enclosed.

Whether or not you are able to attend the AGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the 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 AGM or any adjournment thereof should you so wish.

This circular together with a form of proxy will remain on the website of the Stock Exchange at www.hkexnews.hk on the ‘‘Latest Listed Company Information’’ page for at least 7 days from the date of its posting and on the website of the Company at www.classifiedgroup.com.hk.

28 April 2023

CHARACTERISTICS OF GEM

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

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Repurchase Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Extension of the Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Amendments to the Memorandum and the Articles . . . . . . . . . . . . . . . . . . . . . . .	7
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Voting at the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Language . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I – Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . .	12
Appendix II – Biographical Details of Directors Proposed
to be Re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix III – Proposed Amendments to the Memorandum and
Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38

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DEFINITIONS

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

‘‘2022 Annual Report’’

the annual report of the Company for the financial year ended 31 December 2022 which has been despatched to the Shareholders on 31 March 2023

‘‘AGM’’

the annual general meeting of the Company to be held at 2/F., Cheung Tak Industrial Building, 30 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong on Friday, 16 June 2023 at 9:30 a.m. for the purpose of considering and if thought fit, approving, inter alia, the resolutions contained in the notice of AGM which is set out on pages 38 to 42 of this circular

‘‘Articles’’

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

‘‘Associate(s)’’ has the meaning ascribed to this term under the GEM Listing Rules

‘‘Auditor’’
the auditor of the Company for the time being
‘‘Board’’ the board of Directors
‘‘Cayman Companies Act’’
‘‘Company’’

the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands Classified Group (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on GEM (stock code: 8232)

‘‘Controlling shareholder(s)’’ has the meaning ascribed to this term under the GEM Listing Rules
‘‘Core connected person(s)’’ has the meaning as defined in the Listing Rules
‘‘Director(s)’’ the director(s) of the Company
‘‘GEM’’

the GEM of the Stock Exchange

‘‘GEM Listing Rules’’

the Rules Governing the Listing of Securities on GEM

‘‘Group’’
the Company and its subsidiaries

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DEFINITIONS

‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC
‘‘INED(s)’’ the independent non-executive Director(s)
‘‘Issue Mandate’’
a general unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with new Shares with aggregate number of Shares not exceeding 20% of the aggregate number of Shares of the Company in issue as at the date of passing of the relevant resolution at the AGM
‘‘Latest Practicable Date’’ 18 April 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
‘‘Memorandum’’ the memorandum of association of the Company as amended, supplemented or modified from time to time
‘‘New Memorandum and Articles’’
the second amended and restated memorandum of association and articles of association proposed to be adopted at the AGM incorporating and consolidating the Proposed Amendments
‘‘PRC’’
the People’s Republic of China, which for the purpose of this circular shall exclude Hong Kong, Taiwan, and Macau Special Administrative Region
‘‘Proposed Amendments’’ the proposed amendments to the Memorandum and the Articles set out in Appendix III to this circular
‘‘Repurchase Mandate’’
a general unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase the Shares with the aggregate number of Shares not exceeding 10% of the aggregate number of Shares of the Company in issue as at the date of passing the relevant resolution at the AGM
‘‘SFO’’
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
‘‘Share(s)’’

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

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DEFINITIONS

‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Takeovers Code’’ The Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong as amended from time to time ‘‘%’’ per cent

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LETTER FROM THE BOARD

Classified Group (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8232)

Executive Directors: Registered office in the Cayman Islands: Mr. WONG Arnold Chi Chiu (Chairman) Cricket Square Mr. PONG Kin Yee Hutchins Drive Mr. LI Kai Leung P.O. Box 2681 Grand Cayman Independent Non-executive Directors: KY1-1111 Dr. CHAN Kin Keung Eugene Cayman Islands Mr. NG Chun Fai Frank Mr. YUE Man Yiu Matthew Headquarter and principal place of business in Hong Kong: 2/F., Cheung Tak Industrial Building, 30 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong 28 April 2023

To the Shareholders,

Dear Sirs or Madams,

PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate, (ii) the re-election of the retiring Directors and (iii) adoption of the New Memorandum and Articles.

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

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LETTER FROM THE BOARD

RESOLUTION: ISSUE MANDATE

The Directors have been granted a general unconditional mandate to allot, issue and deal with Shares pursuant to the annual general meeting on 17 June 2022. The general mandate would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the Company is required by the Articles or any other applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) when revoked, varied or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.

As at the Latest Practicable Date, a total of 446,000,000 Shares were in issue. An ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to allot, issue and deal with new Shares not exceeding 20% of the aggregate number of the issued Shares of the Company as at the date of passing the relevant resolution. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 89,200,000 Shares.

RESOLUTION: REPURCHASE MANDATE

The Directors have been granted a general unconditional mandate to exercise the power of the Company to repurchase Shares pursuant to the annual general meeting on 17 June 2022. The repurchase mandate would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the Company is required by the Articles or any other applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) when revoked, varied or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.

As at the Latest Practicable Date, the existing repurchase mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general unconditional mandate to exercise all the powers of the Company to purchase or repurchase Shares not exceeding 10% of the aggregate number of the issued Shares of the Company as at the date of passing the relevant resolution.

The Company had in issue an aggregate of 446,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and in accordance with the terms therein, the Company will be allowed to repurchase a maximum of 44,600,000 Shares on the basis that no further Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM.

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LETTER FROM THE BOARD

An explanatory statement giving the particulars required under Rule 13.08 of the GEM Listing Rules in respect of the Repurchase Mandate to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision whether to vote for or against the resolution is set out in Appendix I to this circular.

RESOLUTION: EXTENSION OF THE ISSUE MANDATE

In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to authorise the Directors to extend the Issue Mandate to allot and issue Shares by an amount of Shares representing the aggregate number of Shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares of the Company as at the date of passing the resolution for approving the Repurchase Mandate.

The Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, the Cayman Companies Act or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

RESOLUTIONS: RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of three Executive Directors, namely Mr. WONG Arnold Chi Chiu (chairman), Mr. PONG Kin Yee and Mr. LI Kai Leung; and three INEDs, namely Dr. CHAN Kin Keung Eugene, Mr. NG Chun Fai Frank and Mr. YUE Man Yiu Matthew.

Pursuant to Article 83(3) of the Articles, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of members after his appointment and be subject to re-election at such meeting and 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.

Pursuant to article 84(1) of the Articles, at each annual general meeting one-third of the Directors for the time being (or if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation.

Accordingly, Dr. CHAN Kin Keung Eugene and Mr. NG Chun Fai Frank shall retire at the AGM and being eligible, offer themselves for re-election.

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LETTER FROM THE BOARD

The biographical details of above mentioned Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

The re-election of Directors has been reviewed by the Nomination Committee of the Company which recommended to the Board that the re-election be proposed for Shareholders’ approval at the AGM. The Nomination Committee has also assessed the independence of all the INEDs. All the INEDs of the Company satisfy the Independence Guidelines set out in Rule 5.09 of the GEM Listing Rules and have provided to the Company an annual written confirmation of his independence. The Nomination Committee had also considered a range of diversity factors including age, education and cultural background, professional expertise, industry experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND THE ARTICLES

Reference is made to the announcement of the Company dated 21 April 2023. The Board proposes to seek approval from the Shareholders at the AGM for amendments to the Memorandum and the Articles, the provisions of which will principally conform with the core shareholder protection standards set out in Appendix 3 to the GEM Listing Rules, allow general meetings to be held as electronic meetings or hybrid meetings and make certain housekeeping improvements. The major changes brought about by the Proposed Amendments are set out below:

To update the definition of ‘‘Law’’ to bring it in line with the Cayman Companies Act;
To clarify that all or any of the rights for the time being attached to the shares or any class of shares may be altered either with a consent in writing of the holders of not less than three-fourths of the total voting rights of the issued shares of that class or with the approval of a resolution passed by not less than three-fourth’s of votes cast by the holders of the shares of that class present and voting in person or by proxy at a separate meeting of such holder, and the quorum for such meeting shall be two persons holding or representing by proxy holding not less than one-third of the total voting rights of the issued shares of that class;
To provide that the Company may close its register of members on terms equivalent to the relevant section of the Companies Ordinance (Chapter 622 of the laws of Hong Kong);
To provide that an annual general meeting of the Company shall be held for each financial year, within a period of six months after the end of its financial year, at such time and place as determined by the Board;

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LETTER FROM THE BOARD

To clarify that any or more Shareholders holding as at the date of deposit of the requisition not less than one-tenth of the total voting rights (on a one vote per share basis) in the share capital of the Company shall by giving a notice in writing to the Board or secretary of the Company, be entitled to require an extraordinary general meeting to be called for the transaction of any business and for additional resolutions to be added to the agenda of such meeting;
To clarify that unless it can be demonstrated that reasonable written notice can be given in less time, an annual general meeting must be called by notice of not less than 21 days and all other general meetings (including an extraordinary general meeting) must be called by notice of not less than 14 days;
To provide that all Shareholders shall have the right to (i) speak at any general meeting; and (ii) vote at any general meeting, except where a Shareholder is, under the GEM Listing Rules, required to abstain from voting or restricted to voting only for or only against any particular resolution;
To clarify that a clearing house may appoint proxies or authorise such persons as it thinks fit to act as its representatives, who shall enjoy rights equivalent to the rights of other Shareholders, at any meeting of the Company or at any meeting of any class of Shareholders (including but not limited to general meeting and creditor meeting);
To clarify that any Director so appointed by the Board to fill a casual vacancy or as an addition to the existing Board shall hold office only until the first annual general meeting after his appointment and shall then be eligible for re-election at such meeting;
To clarify that the Shareholders may, at any general meeting convened and held in accordance the articles of the Company, by ordinary resolution remove a Director (including a managing director or other executive director) at any time before the expiration of his period of office, without prejudice to any claim for damages under any agreement;
To provide that the Shareholders shall by ordinary resolution appoint an auditor to audit the accounts of the Company at the annual general meeting in each year and such auditor shall hold office until the next annual general meeting;
To provide that the Shareholders may, at any general meeting convened and held, by ordinary resolution remove the auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another auditor in his stead for the remainder of this term;

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LETTER FROM THE BOARD

To provide that the remuneration of the auditor shall be fixed by the Shareholders by ordinary resolution in general meeting or in such manner as the Shareholders may by ordinary resolution determine;
To provide that unless otherwise determined by the Directors, the financial year of the Company shall end on 31 December each year and shall begin on 1 January each year;
To clarify that general meetings may be held as a physical meeting, hybrid meeting or electronic meeting as may be determined by the Board in its absolute discretion;
To add provisions to allow and facilitate hybrid and electronic meetings;
To clarify that voting can be cast by such means, electronic or otherwise, as the Directors or the chairman of the general meeting may determine; and
To make other miscellaneous amendments to update, modernise or clarify provisions of the Memorandum and Articles where it is considered desirable and to better align the wording with the GEM Listing Rules and the Cayman Companies Act.

The Company will also seek approval from the Shareholders at the AGM for the adoption of the New Memorandum and Articles. The Proposed Amendments and the adoption of the New Memorandum and Articles are subject to the approval of the Shareholders by way of special resolution at the AGM. Details of the Proposed Amendments are set out in Appendix III to this circular. The legal advisers to the Company have confirmed that the Proposed Amendments conform with the requirements of the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

AGM AND PROXY ARRANGEMENT

The notice convening the AGM to be held at 2/F., Cheung Tak Industrial Building, 30 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong on Friday, 16 June 2023 at 9:30 a.m. is set out on pages 38 to 42 of this circular. At the AGM, ordinary resolutions will be proposed to approve, among other matters, the adoption of audited consolidated financial statements and the reports of the Directors and the Auditors, the re-election of retiring Directors, the authorisation of the Board to fix the remuneration of the Directors, the re-appointment of Auditors, the granting of the Issue Mandate, the granting of the Repurchase Mandate and the extension of the Issue Mandate. A special resolution will be proposed to approve the Proposed Amendments and the adoption of the New Memorandum and Articles.

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LETTER FROM THE BOARD

A form of proxy for use in connection with the AGM is enclosed herewith. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the 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 AGM (or any adjournment thereof) should you so wish.

VOTING AT THE AGM

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by poll except where the chairman of the general 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. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results will be made by the Company after the AGM, in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules, on the results of the poll on all resolutions voted at the AGM.

RECOMMENDATION

The Directors believe that the adoption of audited consolidated financial statements and the reports of the Directors and the Auditors, the re-election of retiring Directors, the authorisation of the Board to fix the remuneration of the Directors, the re-appointment of the Auditors, the proposed grant of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate and the Proposed Amendments and the adoption of the New Memorandum and Articles are in the best interests of the Company and the Shareholders. The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company. The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that such repurchase of Shares will benefit the Company and the Shareholders. An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and/or gearing position of the Company. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital requirements or the gearing levels of the Company. Accordingly, the Directors recommend that Shareholders vote in favour of all resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 13 June 2023 to Friday, 16 June 2023, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 4:00 p.m. on Monday, 12 June 2023 for registration.

RESPONSIBILITY STATEMENT

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

GENERAL INFORMATION

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

LANGUAGE

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

Yours faithfully, By order of the Board

Classified Group (Holdings) Limited WONG Arnold Chi Chiu Chairman and Executive Director

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to approve the grant of the Repurchase Mandate.

1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, a total of 446,000,000 Shares were in issue. As at the Latest Practicable Date, the Company did not have any outstanding options, warrants and convertible securities to subscribe for the Shares.

Assuming that no further Shares are issued or repurchased during the period from the Latest Practicable Date until the date of the AGM, exercise in full of the Repurchase Mandate, on the basis of 446,000,000 Shares in issue as at the Latest Practicable Date, could result in up to a maximum of 44,600,000 Shares being repurchased by the Company.

3. REASONS FOR REPURCHASE

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases, depending on market conditions and funding arrangements at the time, may lead to enhancement of the net asset value of the Company and/or the earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. The number of Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

4. SOURCE OF FUNDS

The Company is empowered by the Articles to repurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the Cayman Companies Act, the GEM Listing Rules and/or other applicable laws, rules and regulations, as the case may be.

Any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose or, if authorized by the Articles and subject to the Cayman Companies Act and/or other applicable laws, rules and regulations, out of capital. The premium, if any, payable on repurchase must be provided for out of the profits of the Company or out of the Company’s share premium account before or at the time the Shares are repurchased or, if authorized by the Articles and subject to the Cayman Companies Act and/or other applicable laws, rules and regulations, out of capital. The Shares so repurchased will be treated as cancelled but the aggregate amount of authorized share capital will not be reduced.

The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or settlement otherwise than in accordance with the trading rules of the Stock Exchange.

5. 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 and gearing position of the Company compared with those as at 31 December 2022, being the date of its latest published audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

6. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the GEM Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell any of their Shares to the Company or its subsidiaries pursuant to the Repurchase Mandate.

No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any of his/her/its 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 Company is authorized to make repurchases of the Shares.

7. THE TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase may be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, to the best knowledge of the Directors, the controlling Shareholders (as defined in the GEM Listing Rules) of the Company, namely Mr. WONG Arnold Chi Chiu and Mr. PONG Kin Yee, were beneficially interested in 109,340,000 Shares representing approximately 24.5% of the total issued Shares. In the event that the Directors exercise the Repurchase Mandate in full the power of the Company to repurchase Shares, the interest of the controlling Shareholders in the Company would be increased to approximately 27.2% of the total issued Shares. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate. In addition, the Directors consider that the full exercise of the Repurchase Mandate will not lead to the percentage of the Company’s public float falling below 25% of the Company’s total number of issued Shares.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

8. SHARE PRICES

The highest and lowest traded prices for the Shares on the Stock Exchange during each of the twelve months immediately preceding and up to the Latest Practicable Date were as follows:

	Price per	Share
	Highest	Lowest
	(HK$)	(HK$)
2022
April	0.054	0.045
May	0.051	0.042
June	0.055	0.050
July	0.070	0.043
August	0.070	0.050
September	0.069	0.047
October	0.052	0.046
November	0.056	0.041
December	0.050	0.043
2023
January	0.050	0.041
February	0.049	0.036
March	0.040	0.035
April (up to the Latest Practicable Date)	0.038	0.032

9. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares had been made by the Company in the six months preceding the Latest Practicable Date (whether on GEM or otherwise).

10. DIRECTORS’ UNDERTAKING

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

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Set out below are the biographical details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Dr. CHAN Kin Keung Eugene SBS, BBS, JP, aged 59, was appointed as an Independent Non-executive Director on 14 June 2016. Dr. Chan received a Bachelor’s degree in Dentistry from the University of Adelaide in Australia in May 1988 and a Fellowship Ad Eundem from the Royal College of Surgeons of England in February 2006. Dr. Chan is a registered dentist with The Dental Council of Hong Kong. Since 2007, Dr. Chan has been an honorary clinical associate professor of the Faculty of Medicine of The Chinese University of Hong Kong. Since 2011, Dr. Chan has also been a visiting professor of the Jinan University （暨南大學） in the PRC. Since 2010, Dr. Chan has been the member of the Board of Advisors of Radio Television Hong Kong and its Chairman from September 2016 to August 2020. Since 2011, Dr. Chan has been the Chairman of the Association of Hong Kong Professionals and its President since 2016. In 2013, he was appointed as a member of the Advisory Committee of School of Chinese Medicine of Hong Kong Baptist University. From January 2013 to December 2018, he was a member of Citizens Advisory Committee on Community Relations of Independent Commission Against Corruption and a member of Independent Police Complaints Council. Since December 2013, he has been a member of the Appeal Board on Public Meetings and Procession. Dr. Chan has also been a member of the Quality Education Fund Steering Committee from January 2015 to January 2021. In January 2019, Dr. Chan was appointed as a member of the Council of City University of Hong Kong, HKSAR Environmental Campaign Committee and HKSAR Witness Protection Review Board Panel. In 2020, Dr. Chan was appointed as a Member of the Hong Kong Housing Authority Subsidised Housing Committee. In 2021, Dr. Chan was appointed as a Member of Action Committee Against Narcotics and the Hong Kong Customs & Excise Department as the Executive Director of Executive Committee of Customs YES, youth engagement programme. Furthermore, the Hong Kong Police Force has appointed Dr. Chan as a member of Junior Police Call Central Advisory Board and a member of Animal Watchers Programme Central Advisory Board. In 2022, he was appointed as a member of the Management Board of the Institute of Human Communicative Research of The Chinese University of Hong Kong, a member Fight Crime Committee and a member of the Hospital Governing Committee of Tuen Mun Hospital.

He was selected as an awardee of the Ten Outstanding Young Persons in 2004, appointed by the Government of the Hong Kong Special Administrative Region as a Justice of Peace in 2011 and was awarded Silver Bauhinia Star and Bronze Bauhinia Star in 2016 and 2021 respectively for his meritorious public and community service, particularly his contributions in youth development and the promotion of the Basic Law. Dr. Chan was an independent nonexecutive director of PuraPharm Corporation Limited (stock code: 1498) from January 2015 to May 2021.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. NG Chun Fai Frank, aged 51, was appointed as an Independent Non-executive Director on 14 June 2016. Mr. Ng holds a Bachelor of Science degree in Economics from University College London, United Kingdom, a Bachelor of Laws degree from City University London, United Kingdom and a Postgraduate Diploma in Legal Practice from the College of Law, United Kingdom, and was admitted as a solicitor of the High Court of Hong Kong in November 1997 and the Supreme Court of England and Wales in July 1998. Mr. Ng has over 20 years of experience in the legal and finance industries. Mr. Ng was the General Counsel and Head of Compliance of the Heung Kong Financial Group, a group that provides financial services ranging from securities brokerage, research, corporate finance, asset management and fintech, where he oversaw all of the group’s legal, compliance and company secretarial matters; and has held senior management positions in several other financial institutions including Crosby, JPMorgan and Merrill Lynch. He is a Fellow of the Hong Kong Institute of Directors, a member of the Guidance Committee of the Law Society of Hong Kong and of the International Compliance Association.

Dr. Chan and Mr. Ng have each entered into a letter of appointment with the Company for a term of one year subject to rotation and re-election at annual general meetings of the Company in accordance with the Articles. The letter of appointment can be terminated by either party giving one month’s prior notice in writing. Each of Dr. Chan and Mr. Ng is entitled to an annual director’s fee of HK$180,000. Each of the directors remuneration was determined by the Board on recommendation by the remuneration committee of the Company with reference to his duties and responsibilities with the Company, the Company’s performance and market conditions.

GENERAL

Save as disclosed above, none of the above Directors:

(i) held any other positions in any members of the Group as at the Latest Practicable Date;
(ii) had any other relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company as at the Latest Practicable Date;
(iii) had any interest in the Shares within the meaning of Part XV of the SFO; and
(iv) held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Save as disclosed above, there is no information in relation to the above Directors that needs to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of GEM Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders pursuant to Rule 17.50(2)(w) of GEM Listing Rules.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

The following are the Proposed Amendments. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the New Memorandum and Articles.

Note: The amended and restated memorandum and articles of association of the Company is prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of any inconsistency, the English version shall prevail.

THE MEMORANDUM OF ASSOCIATION

Article No.		Provision in the new Memorandum of Association (showing changes to the existing Memorandum of Association)
2.		The Registered Office of the Company shall be at the offices of~~Codan~~ Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
4.		Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies~~Law~~ ~~A~~ct (Revised).
8.		The share capital of the Company is HK$8,000,000 divided into 800,000,000 shares of a nominal or par value of HK$0.01 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies ~~Law~~ ~~A~~ct (Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.
9.		The Company may exercise the power contained in the Companies~~Law~~ ~~A~~ct (Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.
10.		Unless otherwise determined by the Directors, the financial year of the Company shall end on 31 December each year and shall begin on 1 January each year.

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

THE ARTICLES OF ASSOCIATION

Article No.		Provisions in the new Articles of Association (showing changes to the existing Articles of Association)	Provisions in the new Articles of Association (showing changes to the existing Articles of Association)
1		The regulations in Table A in the Schedule to the Companies~~Law~~ ~~A~~ct (Revised) do not apply to the Company.
2(1)		“electronic” “electronic communication” “electronic facilities” “electronic meeting” “Electronic Transactions Act” “hybrid meeting” “Law”	has the meaning attributed to it in the Electronic Transactions Act. a communication sent, transmitted, conveyed or otherwise made available to the intended recipients of the communication in electronic format. includes, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing attendance at or participation in (or both attendance at and participation in) a general meeting by electronic communication determined by the Directors pursuant to these Articles. a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members and/or proxies by means of electronic facilities. the Electronic Transactions Act (Revised) of the Cayman Islands and any amendment thereto or re- enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor. a general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations; and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities. The Companies~~Law~~ Act , Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

			“Meeting Location” “physical meeting” “Principal Meeting Place”	has the meaning given to it in Article 64A. a general meeting held and conducted by physical attendance and participation by Members and/ or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations. shall have the meaning given to it in Article 59(2).
	2(2)(e)		expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing~~words or figures in a~~ ~~o~~r reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or~~notice~~ Notice and the Member’s election comply with all applicable Statutes, rules and regulations;
	2(2)(i)		Section 8 of the Electronic Transactions~~Law~~ Act ~~(2003 Revision) of the Cayman~~ ~~Islands, as amended from time to time,~~ ~~s~~hall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.
	2(2)(j)		references to the right of a Member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities;
	2(2)(k)		a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64E; and

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	2(2)(l)		references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.
			shall be construed accordingly.
	10		Subject to the Law and without prejudice to Article 8, all or any of the~~special~~ rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be~~varied~~ ~~a~~ltered ,modified or abrogated either with the consent in writing of the holders of not less than three- fourths~~in nominal value~~ of the total voting rights of the issued shares of that class or with the~~sanction~~ approval of a~~special~~ resolution passed~~at a separate general~~ ~~meeting of~~ by not less than three-fourths of votes cast by the holders of the shares of that class~~.~~ present and voting in person or by proxy at a separate meeting of such holders. To every such separate~~general~~ ~~m~~eeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that: (a) the necessary quorum~~(other than at an adjourned meeting)~~ shall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxyholding not less than one- third~~in nominal value~~ of the total voting rights of the issued shares of that class~~and at any adjourned meeting of such holders, two holders present in~~ ~~person or (in the case of a Member being a corporation) its duly authorized~~ ~~representative or by proxy (whatever the number of shares held by them)~~ ~~shall be a quorum~~ ; and (b) every holder of shares of the classpresent in person (or in the case of the Member being a corporation, by its duly authorized representative) or by proxy shall be entitled on a poll to one vote for every such share held by him.

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

44		~~Th Ri d bh i f Mb h b~~
56		An annual general meeting of the Company shall be held~~in~~ ~~f~~or eachfinancial year ~~other than the year of the Company’s adoption of these Articles (~~ , within a period of~~not more tha fifteen~~ ~~s~~ix months after the end of its financial year, at such time and place as may be determined by the Board. ~~(15) months after the holding of the~~ ~~last preceding annual general meeting or not more than eighteen (18) months after~~ ~~the date of adoption of these Articles, unless a longer period would not infringe the~~ ~~rules of the Designated Stock Exchange, if any) at such time and place as may be~~ ~~determined by the Board.~~
57		Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting.~~General~~ All general meetings(including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the worldand at one or more locations as provided in Article 64A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board~~.~~ in its absolute discretion.
		as a physical meeting in any part of the world provided in Article 64A, as a hybrid meeting or a
		determined by the Board~~.~~

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

58		The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members(including a clearing house (or its nominee(s))) holdingas at the date of deposit of the requisition not less than one-tenth of the~~paid up~~ ~~t~~otal voting rights (on a one vote per share basis) in the share capital~~of the Company carrying~~ ~~the right of voting at general meetings~~ ~~o~~f the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisitionand for additional resolutions to be added to the agenda of the meeting ;and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may~~do so in the same manner~~ convene a physical meeting only in Hong Kong , and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
59(1)		An annual general meeting must be called by Notice of not less than twenty-one (21)~~clear~~ days~~and not~~ ~~u~~nless it can be demonstrated that reasonable written notice can be given in less~~than twenty (20) clear business days~~ time . All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14)~~clear days and not less than ten (10) clear business days~~ ~~but if~~ days unless it can be demonstrated that reasonable written notice can be given in less time. If permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Law, if it is so agreed: (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Members.

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	59(2)		~~The notice shall specify the time and place of the meeting and~~ The Notice shall specify (a) the time of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting (the“Principal Meeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The ~~notice~~ ~~N~~otice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such~~notices~~ ~~N~~otices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.	~~The notice shall specify the time and place of the meeting and~~ The Notice shall specify (a) the time of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting (the“Principal Meeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The ~~notice~~ ~~N~~otice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such~~notices~~ ~~N~~otices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
	63		(1) (2)	The chairman of the Company shall preside as chairman at every general meeting. If at any meeting the chairman, is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman. If the chairman of a general meeting is participating in the general meeting using an electronic facility or facilities and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 63(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	64.		~~The~~ ~~S~~ubject to Article 64C, the chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to placeand/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the~~time and place of the adjourned meeting~~ details set out in Article 59(2) but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.	~~The~~ ~~S~~ubject to Article 64C, the chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to placeand/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the~~time and place of the adjourned meeting~~ details set out in Article 59(2) but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.
	64A.		(1)	The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(2)
All general meetings are subject to the following and, where appropriate,
all references to a“Member”or“Members”in this sub-paragraph (2) shall
include a proxy or proxies respectively:
(a)
where a Member is attending a Meeting Location and/or in the case of
a hybrid meeting, the meeting shall be treated as having commenced
if it has commenced at the Principal Meeting Place;
(b)
Members present in person or by proxy at a Meeting Location and/
or Members attending and participating in an electronic meeting or
a hybrid meeting by means of electronic facilities shall be counted
in the quorum for and entitled to vote at the meeting in question,
and that meeting shall be duly constituted and its proceedings valid
provided that the chairman of the meeting is satisfied that adequate
electronic facilities are available throughout the meeting to ensure
that Members at all Meeting Locations and Members participating
in an electronic meeting or a hybrid meeting by means of electronic
facilities are able to participate in the business for which the meeting
has been convened;
(c)
where Members attend a meeting by being present at one of the
Meeting Locations and/or where Members participating in an
electronic meeting or a hybrid meeting by means of electronic
facilities, a failure (for any reason) of the electronic facilities or
communication equipment, or any other failure in the arrangements
for enabling those in a Meeting Location other than the Principal
Meeting Place to participate in the business for which the meeting
has been convened or in the case of an electronic meeting or a hybrid
meeting, the inability of one or more Members or proxies to access, or
continue to access, the electronic facilities despite adequate electronic
facilities having been made available by the Company, shall not affect
the validity of the meeting or the resolutions passed, or any business
conducted there or any action taken pursuant to such business
provided that there is a quorum present throughout the meeting.
(d)
if any of the Meeting Locations is not in the same jurisdiction as
the Principal Meeting Place and/or in the case of a hybrid meeting,
the provisions of these Articles concerning the service and giving of
Notice for the meeting, and the time for lodging proxies, shall apply
by reference to the Principal Meeting Place; and in the case of an
electronic meeting, the time for lodging proxies shall be as stated in
the Notice for the meeting.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

64B.		The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.
64C.		If it appears to the chairman of the general meeting that: (a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 64A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or (b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or (c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or (d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting; then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

	64D.		The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.
	64E.		If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following: (a) when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting); (b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;
			at any
			(a)
			(b)

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

			(c)	when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 64, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Members.
			(d)

	64F.		All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.
	64G.		Without prejudice to other provisions in Article 64, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

66	(1) (2)	Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save thatin the case of a physical meeting , the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine. ~~Where~~ ~~I~~n the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded: (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

			(c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right. A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.
72		(1) (2)	A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meetingor postponed meeting , as the case may be. Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meetingor postponed meeting , as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
73(2)		~~Wh h C h kld h~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

74.		If: (a) any objection shall be raised to the qualification of any voter; or (b) any votes have been counted which ought not to have been counted or which might have been rejected; or (c) any votes are not counted which ought to have been counted; the objection or error shall not vitiate the decision of the meeting or adjourned meetingor postponed meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meetingor postponed meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.
75		Any Member(including a corporation) entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of~~him~~ ~~s~~uch Member .A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

77.		(1)	The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company (i) if the same is not received by the Company at its designated electronic address provided in accordance with this Article; or (ii) if no electronic address is so designated by the Company for the receipt of such document or information.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

		(2)	The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meetingor postponed meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meetingor postponed meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
78.		Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournmentor postponement of the meeting as for the meeting to which it relates.
79.		A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meetingor postponed meeting ,at which the instrument of proxy is used.

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

81(1)		Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exerciseas if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.
81(2)		If a clearing house (or its nominee(s)), being a corporation, is a Member, it may appoint proxies or authorise such persons as it thinks fit to act as its representatives, who shall enjoy rights equivalent to the rights of other Members, at any meeting of the Company or at any meeting of any class of Members(including but not limited to general meeting and creditor meetings) provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including,~~where a show of hands is allowed,~~ ~~t~~he right to speak and vote individually on a show of hands~~.~~ or on a poll.
83(3)		The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Directorso 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 any Director appointed by the~~ ~~Board as an addition to the existing Board~~ shall hold office only until the~~next~~ ~~following~~ ~~f~~irst annual general meeting~~of the Company~~ after his appointment and shall then be eligible for re-electionat such meeting .
		~~an e suject to re-eecton at suc meetng an any~~ ~~Board as an addition to the existing Board~~ shall hold ~~following~~ ~~f~~irst annual general meeting~~of the Company~~ shall then be eligible for re-electionat such meeting .
		~~oar as~~ ~~flli~~
		~~oowng~~ shall then
83(5)		The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director(including a managing director or other executive director) at any time before the expiration of his period of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

100(1)		A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested, but this prohibition shall not apply to any of the following matters namely: (i) ~~any contract or arrangement for~~ ~~t~~he givingof any security or indemnity either: ~~(i)~~ (a) to~~such~~ the Director or his close associate(s)~~any security or~~ ~~indemnity~~ in respect of money lent~~by him or any of his close~~ ~~associate(s)~~ ~~o~~r obligations incurred or undertaken by him or any of ~~his close associate(s)~~ them at the request of or for the benefit of the Company or any of its subsidiaries;or ~~(ii)~~ ~~any contract or arrangement for the giving of any security or~~ ~~indemnity~~ (b) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the~~Director~~ ~~D~~irector or his close associate(s) has himself/themselves assumed responsibility in whole or in partand whether alone or jointly under a guarantee or indemnity or by the giving of security; ~~(iii)~~ ~~(~~ii) any~~contract or arrangement~~ ~~p~~roposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase~~,~~ where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

	(iii)	any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including: (a) the adoption, modification or operation of any employees’share scheme or any share incentive or share option scheme under which the Director or his close associate(s) may benefit; or (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates to the Director, his close associate(s) and employee(s) of the Company or any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; any contract or arrangement in which the Director or his close associate(s) is/ are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company. ~~;or~~ ~~any proposal or arrangement concerning the adoption, modification or~~ ~~operation of a share option scheme, a pension fund or retirement, death or~~ ~~disability benefits scheme or other arrangeent which relates both to Directors~~ ~~or his close associate(s) and to employees of the Company or of any of its~~ ~~subsidiaries and does not provide in respect of any Director, or his close~~ ~~associate(s), as such any privilege or advantage not accorded generally to the~~ ~~class of persons to which such scheme or fund relates.~~
	(iv)
	~~(v)~~
152(1)	At the annual general meeting~~or at a subsequent extraordinary general meeting~~ ~~i~~n each year, the Members shallby ordinary resolution appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.
152(2)	The Members may, at any general meeting convened and held in accordance with these Articles, by~~special~~ ordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.
154	The remuneration of the Auditor shall be fixed by the ordinary resolution in general meeting or in such manner ordinary resolution determine.	~~C~~

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NOTICE OF AGM

Classified Group (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8232)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of Classified Group (Holdings) Limited (the ‘‘Company’’) will be held at 2/F., Cheung Tak Industrial Building, 30 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong on Friday, 16 June 2023 at 9:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions:

To receive and adopt the audited consolidated financial statements of the Company and the reports of the Company’s directors (the ‘‘Directors’’) and the independent auditors of the Company for the year ended 31 December 2022;
To re-elect Dr. CHAN Kin Keung Eugene as an independent non-executive Director;
To re-elect Mr. NG Chun Fai Frank as an independent non-executive Director;
To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration;
To re-appoint BDO Limited as the independent auditors of the Company and authorise the Board to fix their remuneration; and

as special business, to consider and, if thought fit, pass the following resolutions (with or without amendments) as ordinary resolutions:

‘‘THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with new shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) (as amended from time to time) (the ‘‘GEM Listing Rules’’) be and is hereby generally and unconditionally approved;

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NOTICE OF AGM

(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers either during or after the end of the Relevant Period (as defined in paragraph (d) below);
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); (ii) the exercise of the rights of subscription or conversion under the terms of any warrants which may be issued by the Company or any securities which are convertible into shares; (iii) the exercise of options granted under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees, officers, Directors and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company; and (iv) any scrip dividend or similar arrangement providing for allotment and issue of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate number of the existing issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.

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NOTICE OF AGM

‘‘Rights Issue’’ means an offer of shares of the Company or offer or issue of warrants or options or other securities giving rights to subscribe for the shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holding of such shares (subject to such exclusions 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 outside Hong Kong or any recognized regulatory body or any stock exchange, in any territory outside Hong Kong, applicable to the Company).’’

‘‘THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase or repurchase shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company on the Stock Exchange or on any other stock exchange on which the shares or securities of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Securities and Futures Commission, the Companies Law of the Cayman Islands, the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of the shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of the shares of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution:
- ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:
- (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF AGM

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such mandate.’’
‘‘THAT conditional upon resolutions no. 6 and no. 7 above being passed (with or without amendments), the general and unconditional mandates granted to the Directors to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to the resolution set out in resolution no. 6 above be and is hereby extended by the addition thereto the number of shares representing the aggregate number of shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors under resolution no. 7 above, provided that such number of shares shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of the passing of this resolution.’’

SPECIAL RESOLUTION

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

‘‘THAT (a) the existing amended and restated memorandum and articles of association of Classified Group (Holdings) Limited (‘‘Company’’) be amended in the manner as set out in the circular of the Company dated 28 April 2023 (the ‘‘Circular’’); (b) the second amended and restated memorandum and articles of association of the Company in the form produced to the meeting, a copy of which has been marked ‘‘A’’ and signed by the chairman of the annual general meeting for the purpose of identification, which consolidates all the proposed amendments mentioned in the Circular, be approved and adopted in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company with immediate effect after the close of the annual general meeting; and (c) that any one of the directors of the Company be and is hereby authorised to do all things necessary to implement the adoption of the second amended and restated memorandum and articles of association of the Company and to make the relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the Cayman Islands and Hong Kong.’’

By order of the Board

Classified Group (Holdings) Limited WONG Arnold Chi Chiu

Chairman and Executive Director

Hong Kong, 28 April 2023

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NOTICE OF AGM

Notes:

A member of the Company entitled to attend and vote at the AGM shall be entitled to appoint one or if he is a holder of two or more shares of the Company, more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company but must be present in person in the AGM to represent the member. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and voting in person should he so wish. In such event, his form of proxy will be deemed to have been revoked.
Where there are joint registered holders of any 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 were solely entitled thereto; but if more than one of such joint holders be present at the AGM, the vote of the senior who tenders a vote, whether personally or by proxy, will 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 of the Company in respect of the joint holding.
In order to be valid, the 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 such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
To ascertain the members’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 13 June 2023 to Friday, 16 June 2023, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the AGM, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Monday, 12 June 2023.
An explanatory statement containing further details regarding resolution no. 7 above is set out in Appendix I to the circular of the Company dated 28 April 2023.
Biographical details of the retiring Directors are set out in Appendix II to the circular of the Company dated 28 April 2023.
Members of the Company or their proxies or their corporate representatives shall produce documents of their proof of identity when attending the AGM.
If Typhoon Signal No. 8 or above, or an announcement of ‘‘extreme conditions’’ by the Government of Hong Kong in accordance with the revised ‘‘Code of Practice in Times of Typhoon and Rainstorms’’ issued by the Hong Kong Labour Department in June 2019 or a ‘‘black’’ rainstorm warning is in effect in Hong Kong any time after 6:00 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the website of Company at www.classifiedgroup.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the Chairman and Executive Director is Mr. WONG Arnold Chi Chiu and the Executive Directors are Mr. PONG Kin Yee and Mr. LI Kai Leung; and the Independent Non-executive Directors are Dr. CHAN Kin Keung Eugene, Mr. NG Chun Fai Frank and Mr. YUE Man Yiu Matthew.

– 42 –

AI assistant

THAC Group (Holdings) Limited — Proxy Solicitation & Information Statement 2023

51344_rns_2023-04-28_049da93e-829c-4bb8-b78e-81fe0d535adf.pdf

Classified Group (Holdings) Limited

PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

CHARACTERISTICS OF GEM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Classified Group (Holdings) Limited

PROPOSAL FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

RESOLUTION: ISSUE MANDATE

RESOLUTION: REPURCHASE MANDATE

LETTER FROM THE BOARD

RESOLUTION: EXTENSION OF THE ISSUE MANDATE

RESOLUTIONS: RE-ELECTION OF RETIRING DIRECTORS

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE MEMORANDUM AND THE ARTICLES

LETTER FROM THE BOARD

LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

LETTER FROM THE BOARD

VOTING AT THE AGM

RECOMMENDATION

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

GENERAL INFORMATION

LANGUAGE

Classified Group (Holdings) Limited WONG Arnold Chi Chiu Chairman and Executive Director

1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

2. SHARE CAPITAL

3. REASONS FOR REPURCHASE

4. SOURCE OF FUNDS

5. IMPACT ON WORKING CAPITAL OR GEARING POSITION

6. DISCLOSURE OF INTERESTS

7. THE TAKEOVERS CODE

8. SHARE PRICES

9. SHARE REPURCHASES MADE BY THE COMPANY

10. DIRECTORS’ UNDERTAKING

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

GENERAL

THE MEMORANDUM OF ASSOCIATION

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

THE ARTICLES OF ASSOCIATION

APPENDIX III

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

APPENDIX III

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Classified Group (Holdings) Limited

(Stock Code: 8232)

NOTICE OF AGM

NOTICE OF AGM

NOTICE OF AGM

SPECIAL RESOLUTION

By order of the Board

Classified Group (Holdings) Limited WONG Arnold Chi Chiu

NOTICE OF AGM

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