Touyun Biotech Group Limited — Proxy Solicitation & Information Statement 2021

Mar 8, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Touyun Tech Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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China Touyun Tech Group Limited 中國透雲科技集團有限公司

(Incorporated in Bermuda with limited liability) Website: www.chinatouyun.com.hk

(Stock Code: 1332)

(1) PROPOSED CHANGE OF COMPANY NAME

(2) RE-ELECTION OF DIRECTORS

AND

(3) NOTICE OF SPECIAL GENERAL MEETING

MEASURES TAKEN IN LIGHT OF CORONAVIRUS DISEASE 2019 (‘‘COVID-19’’)

Please see page 2 of this circular for measures being taken to try to prevent and control the spread of the COVID-19 at the Special General Meeting venue, including:

1. compulsory body temperature screening/checks will be conducted at the entrance of the Special General Meeting venue;

2. all attendees must wear surgical face masks throughout the Special General Meeting. No surgical masks will be provided by the Company;

3. attendees may be assigned designated seating; and

4. no food or beverages will be served at the Special General Meeting. Eating and drinking will not be permitted at the Special General Meeting venue.

Any person who does not comply with the precautionary measures may be denied entry into the Special General Meeting venue. The Company encourages attendees who feel unwell (even without flu-like symptoms) to wear surgical masks and reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the Special General Meeting as an alternative to attend the Special General Meeting in person.

The notice convening the Special General Meeting of China Touyun Tech Group Limited to be held at Lower Lobby, Plaza 3 Novotel Century Hong Kong, 238 Jaffe Road, Wan Chai, Hong Kong Hong Kong on Wednesday, 31 March 2021 at 10:00 a.m. is set out in this circular.

Whether or not you are able to attend the Special General Meeting, please complete and sign the enclosed form of proxy for use at the Special General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Special General Meeting (i.e. not later than 10:00 a.m. on Monday, 29 March 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Special General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.chinatouyun.com.hk).

9 March 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — BIOGRAPHIES OF THE DIRECTORS TO BE
RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

• ‘‘Board’’ the board of Directors

• ‘‘Bye-laws’’ the bye-laws of the Company

• ‘‘Company’’ China Touyun Tech Group Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

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

• ‘‘Latest Practicable Date’’ 4 March 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Share(s)’’ ordinary share(s) of HK$0.04 each of the Company

• ‘‘Shareholder(s)’’ holder(s) of Share(s)

• ‘‘Special General Meeting’’

• the special general meeting of the Company to be held at Lower Lobby, Plaza 3 Novotel Century Hong Kong, 238 Jaffe Road, Wan Chai, Hong Kong on Wednesday, 31 March 2021 at 10:00 a.m., or any adjournment thereof

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

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PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, precautionary measures will be implemented at the Special General Meeting, including:

1. compulsory body temperature screening/checks will be conducted at the entrance of the Special General Meeting venue;

2. all attendees must wear surgical face masks throughout the Special General Meeting. No surgical masks will be provided by the Company;

3. attendees may be assigned designated seating; and

4. no food or beverages will be served at the Special General Meeting. Eating and drinking will not be permitted at the Special General Meeting venue.

Shareholders who (i) do not comply with the aforesaid precautionary measures; (ii) has a fever or relevant symptoms of COVID-19; (iii) is subject to any quarantine prescribed by the Hong Kong government; (iv) is subject to mandatory COVID-19 testing requirement imposed by the Hong Kong government and is still pending for the said testing results; (v) has travelled overseas within 21 days immediately prior to the date of the Special General Meeting and/or travelled to the PRC, the Macau Special Administrative Region of the PRC or Taiwan within 14 days immediately prior to the date of the Special General Meeting (‘‘recent travel history’’); and/or (vi) has close contact with any person who had tested positive of COVID-19 or under any quarantine or with recent travel history may be denied entry to or be required to leave the Special General Meeting venue, at the absolute discretion of the Company as permitted by law.

Shareholders who prefer not to attend or are restricted from attending the Special General Meeting, may still vote by proxy and are advised to take note of the last date and time for the lodgement of the proxy form.

As the COVID-19 situation continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to Shareholders and others attending the Special General Meeting and to comply with any requirements or recommendations of any government agencies from time to time.

The Company seeks the understanding and cooperation of all Shareholders to minimise the risk of community spread of COVID-19.

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LETTER FROM THE BOARD

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China Touyun Tech Group Limited 中國透雲科技集團有限公司

(Incorporated in Bermuda with limited liability) Website: www.chinatouyun.com.hk

(Stock Code: 1332)

Executive Directors: Mr. Wang Liang (Chairman) Mr. Du Dong Mr. Lo Yuen Wa Peter

Non-executive Directors: Mr. Chen Hui Ms. Tian Yuze Mr. Zhang Lele Mr. Jia Wenjie

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business: 12/F, Kwan Chart Tower 6 Tonnochy Road Wanchai, Hong Kong

Independent Non-executive Directors: Mr. Cheung Wing Ping Mr. Ha Kee Choy Eugene Mr. To Shing Chuen Mr. Hu Guohua

9 March 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME (2) RE-ELECTION OF DIRECTORS AND

(3) NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the proposed change of name of the Company, the re-election of Directors and to give you the notice of Special General Meeting.

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Company proposes to change the English and Chinese name of the Company from:

China Touyun Tech Group Limited 中國透雲科技集團有限公司

to:

Touyun Biotech Group Limited 透雲生物科技集團有限公司

Conditions of the change of name of the Company

The change of name of the Company is subject to satisfaction of the following conditions:

• (i) the passing of the necessary special resolution by the Shareholders at the Special General Meeting to approve the change of name of the Company; and

• (ii) the Registrar of Companies in Bermuda approving the change of name of the Company.

Subject to the satisfaction of the conditions set out above, the change of name of the Company will take effect upon the date of the issue of a certificate of incorporation on change of name by the Registrar of Companies in Bermuda confirming that the new name has been registered.

The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the change of name of the Company

Since 2020, the Group has continuously diversified its business segments including chlamydomonas reinhardtii, microalgae products business. The Group has explored the business opportunities in health food industry, and given the common consciousness of healthy diet and the increasing vegan or vegetarian population in recent years, the healthy food market is growing and attracting more consumer spending. Pursuant to the Company’s announcement dated 6 January 2020, 21 February 2020, 14 May 2020 and 28 August 2020, the Group has substantially completed its construction of the manufacturing facilities for production of chlamydomonas reinhardtii, microalgae products in Shanxi, PRC as at the date of this circular. Such manufacturing facilities adopt an exclusive biological fermentation technology in PRC which produce various types of biological products; and using enclosed cultivation achieving lower rate of land occupation and production cost; and also unaffected by environmental factors. The first stage of manufacturing facilities achieves 4,000 tons production capacity per year.

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LETTER FROM THE BOARD

Given the trend in healthy food market in recent years, and according to the Company’s expertise team and market research on chlamydomonas reinhardtii and microalgae products, chlamydomonas reinhardtii, is a microalgae which contains high quality of plant-based proteins, Vitamin A, Omega 3 and dietary fibre, which can be used as alternative to meat and seafood and as a major food addictives of vegan meat and seafood. In addition, chlamydomonas reinhardtii is effective for balancing blood sugar/ blood pressure/blood lipids, improves heart and blood vessel health, boost immunity, and improves testinal issue and constipation. Meanwhile, chlamydomonas reinhardtii also is a platform for protein reforming.

The Group considers that the investment in chlamydomonas reinhardtii, microalgae products business is a good opportunity for the Group to diversity its income base and is in the interest of the Group and Shareholders as a whole.

The Board considered that the proposed new name of the Company is more aligned with the Group’s long-term development strategy, which will be beneficial to the coordination and development of the Group’s business, strengthen the overall branding, and create value to the Shareholders and customers of the Group.

The Directors consider that the proposed change of name of the Company is in the best interests of the Company and the Shareholders.

Effect of the change of name of the Company

The change of name of the Company will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position.

All existing certificates of securities in issue bearing the present name of the Company shall, upon the change of name of the Company becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes.

There will not be any arrangement for exchange of the existing certificates of securities for new share certificates bearing the new name of the Company (in both English in Chinese). Subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading in the Shares on the Stock Exchange will also be changed after the new company name becomes effective.

Once the change of name of the Company becomes effective, new share certificates will be issued in the new name of the Company.

Further announcement(s) will be made by the Company in relation to the effective dates of the change of name of the Company and the change of the English and Chinese stock short names of the Company.

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LETTER FROM THE BOARD

3. RE-ELECTION OF DIRECTORS

As disclosed in the announcement of the Company dated 13 November 2020, each of the following persons has been appointed as a Director effective from 13 November 2020.

• (1) Mr. Jia Wenjie (‘‘Mr. Jia’’) has been appointed as a non-executive Director;

• (2) Mr. Zhang Lele (‘‘Mr. Zhang’’) has been appointed as a non-executive Director; and

• (3) Mr. Hu Guohua (‘‘Mr. Hu’’) has been appointed as an independent non-executive Director.

Under Bye-law 83(2) of the Bye-laws, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of members after his appointment and be subject to re-election at such meeting.

The biographies of each of Mr. Jia, Mr. Zhang and Mr. Hu is set out in Appendix 1 to this circular.

4. SPECIAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Special General Meeting is set out on pages 11 to 12 of this circular.

As at the Latest Practicable Date, to the best of their knowledge and belief of the Board, no Shareholder had a material interest in the proposed change of name of the Company or the re-election of the Directors. As such, no Shareholder is required to abstain from voting on the resolutions in relation thereto.

Pursuant to the Listing Rules and the Bye-laws, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Special General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Special General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.chinatouyun.com.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Special General Meeting (i.e. not later than 10:00 a.m. on Monday, 29 March 2021) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Special General Meeting if you so wish.

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LETTER FROM THE BOARD

5. RESPONSIBILITY STATEMENT

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

6. RECOMMENDATION

The Directors consider that each of the proposed change of name of the Company and the proposed re-election of the Directors is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Special General Meeting.

By order of the Board China Touyun Tech Group Limited Wang Liang Chairman

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BIOGRAPHIES OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX I

Mr. Jia Wenjie (‘‘Mr. Jia’’)

Mr. Jia, aged 35, appointed as Non-Executive Director since 13 November 2020, holds a bachelor of science in electrical engineering from University of Notre Dame. Mr. Jia possess extensive experience in computer programming, information technology industry as well as corporate management. He was a program manager of Microsoft Corporation from 2009 to 2014. He was vice-president of Shanghai TY Technology Co., Ltd (a wholly owned subsidiary of the Company) from 2014 to 2016, responsible for products design, product development and strategic management. He is currently the founder and chief executive office of a PRC entity engaged in information technology business in PRC.

Mr. Jia has a service agreement with the Company for an initial term of 2 years which is terminable on not less than one month’s notice in writing served by either party. He is subject to retirement by rotation and re-election pursuant to the Company’s Bye-laws. Mr. Jia is entitled to receive a salary of HK$20,000 per annum or his pro rata amount for any incomplete month or year, which was determined with reference to the Group’s operation results, his duties and level of responsibilities and the prevailing marketing conditions. His emoluments will be reviewed annually by the Remuneration Committee.

Save as disclosed above, Mr. Jia has not held (i) any other position in the Company and other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications.

As the Latest Practicable Date, Mr. Jia has no relationships with any Directors, senior management, substantial or controlling shareholders of the Company (having the meaning ascribed to it in the Rules Governing the Listing of Securities or the Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and does not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong) (‘‘SFO’’).

Save as disclosed above, Mr. Jia is not aware of any other matters in relation to his reelection that need to be brought to the attention of shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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BIOGRAPHIES OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX I

Mr. Zhang Lele (‘‘Mr. Zhang’’)

Mr. Zhang, aged 37, appointed as Non-Executive Director since 13 November 2020, holds a bachelor of engineering in electrical engineering (information and communication engineering) from The Hong Kong University of Science and Technology. He also hold a master of business administration in finance from Cheung Kong Graduate School of Business. Mr. Zhang has extensive experience in business advisory to enterprise risk management, investment and capital market, as well as corporate restructuring. Mr. Zhang currently is a chief operation officer of a PRC company engaged in international auction business.

Mr. Zhang has a service agreement with the Company for an initial term of 2 years which is terminable on not less than one month’s notice in writing served by either party. He is subject to retirement by rotation and re-election pursuant to the Company’s Bye-laws. Mr. Zhang is entitled to receive a salary of HK$20,000 per annum or his pro rata amount for any incomplete month or year, which was determined with reference to the Group’s operation results, his duties and level of responsibilities and the prevailing marketing conditions. His emoluments will be reviewed annually by the Remuneration Committee.

As the Latest Practicable Date, Mr. Zhang has not held (i) any other position in the Company and other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications. Mr. Zhang has no relationships with any Directors, senior management, substantial or controlling shareholders of the Company (having the meaning ascribed to it in the Listing Rules) and does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zhang is not aware of any other matters in relation to his reelection that need to be brought to the attention of shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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BIOGRAPHIES OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX I

Mr. Hu Guohua (‘‘Mr. Hu’’)

Mr. Hu, aged 47, appointed as Independent Non-Executive Director since 13 November 2020, obtained a bachelor’s degree in food chemistry and a master’s degree in food engineering from Nanchang University (南昌大學) in 1995 and 1998, respectively. Mr. Hu subsequently obtained a doctorate degree in biochemical engineering from the East China University of Science and Technology (華東理工大學) in 2006. Mr. Hu is experienced in biological ingredients production and processed food. In addition to his academic qualifications, Mr. Hu was named as one of the leading talents in science and technology (科技領軍人才) by Suzhou Industrial Park (蘇州工業園區) in 2010. Mr. Hu is the Secretary General of the Professional Committee of Sweet Flavouring (甜味劑專業委員會), which is one of the Professional Committees of China Food Additives & Ingredients Association (中國食品添加劑和配料協會).

Mr. Hu currently is an independent non-executive director of Anhui JinHe Industrial Co. Ltd (SHE: 002597), a company listed on the Shenzhen Stock Exchange; Zhejiang Shengda Bio-pharm Co., Ltd (SHA:603079), a company listed on the Shanghai Stock Exchange and Green Future Food Hydrocolloid Marine Science Company Limited (stock code: 1084), a company whose shares listed on The Stock Exchange of Hong Kong Limited.

Save as disclosed above, Mr. Hu has not held (i) any other position in the Company and other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications. As the Latest Practicable Date, Mr. Hu has no relationships with any Directors, senior management, substantial or controlling shareholders of the Company (having the meaning ascribed to it in the Listing Rules) and does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Hu has a service agreement with the Company for an initial term of 3 years which is terminable on not less than one month’s notice in writing served by either party. He is subject to retirement by rotation and re-election pursuant to the Company’s Bye-laws. Mr. Hu is entitled to receive a salary of HK$100,000 per annum or his pro rata amount for any incomplete month or year, which was determined with reference to the Group’s operation results, his duties and level of responsibilities and the prevailing marketing conditions. His emoluments will be reviewed annually by the Remuneration Committee.

Save as disclosed above, Mr. Hu is not aware of any other matters in relation to his reelection that need to be brought to the attention of shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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NOTICE OF SPECIAL GENERAL MEETING

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China Touyun Tech Group Limited 中國透雲科技集團有限公司

(Incorporated in Bermuda with limited liability) Website: www.chinatouyun.com.hk

(Stock Code: 1332)

NOTICE IS HEREBY GIVEN THAT an Special General Meeting (the ‘‘SGM’’) of China Touyun Tech Group Limited (the ‘‘Company’’) will be held at Lower Lobby, Plaza 3 Novotel Century Hong Kong, 238 Jaffe Road, Wan Chai, Hong Kong on Wednesday, 31 March 2021 at 10:00 a.m. to consider and, if thought fit, pass (with or without modification) the following resolutions of the Company.

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the approval of the Registrar of the Companies in Bermuda, the English name of the Company be changed from ‘‘China Touyun Tech Group Limited’’ to ‘‘Touyun Biotech Group Limited’’, and the Chinese name ‘‘透雲生物科技集團有 限公司’’ be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name ‘‘中國透雲科技集團有限公司’’ with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in Bermuda, and that any one or more of the directors of the Company be and is/ are hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the change of the name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

ORDINARY RESOLUTIONS

1. ‘‘THAT the re-election of Mr. Jia Wenjie as a non-executive director of the Company be and is hereby approved and confirmed.’’

2. ‘‘THAT the re-election of Mr. Zhang Lele as a non-executive director of the Company be and is hereby approved and confirmed.’’

3. ‘‘THAT the re-election of Mr. Hu Guohua as an independent non-executive director of the Company be and is hereby approved and confirmed.’’

By order of the Board China Touyun Tech Group Limited Wang Liang Chairman

Hong Kong, 9 March 2021

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. The resolutions at the Special General Meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the Special General Meeting is entitled to appoint one or more proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. 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 certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Special General Meeting (i.e. not later than 10:00 a.m. on Monday, 29 March 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. To ascertain the shareholders’ entitlement to attend and vote at the Special General Meeting, the register of members of the Company will be closed from Friday, 26 March 2021 to Wednesday, 31 March 2021, both days inclusive. In order to qualify for attending and voting at the Special General Meeting, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 25 March 2021.

5. Reference to time and dates in this notice are to Hong Kong time and dates.

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