Web3 Meta Limited — AGM Information 2017

Sep 28, 2017

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 Million Stars Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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MILLION STARS HOLDINGS LIMITED 萬 星 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8093)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

PROPOSED ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM

AND ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Million Stars Holdings Limited to be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 3 November 2017 at 10:30 a.m. is set out on pages 18 to 23 in this circular. A form of proxy for the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (or any adjournment thereof) to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting (or any adjournment thereof) should you so wish.

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.

This circular will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at www.millionstars.hk.

29 September 2017

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate 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. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that 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.

– i –

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Adoption of the Amended and Restated Memorandum and
Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX III — PROPOSED AMENDMENTS CONTAINED IN
THE AMENDED AND RESTATED MEMORANDUM
AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– ii –

DEFINITIONS

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

• ‘‘Amended and Restated Memorandum and Articles of Association’’

• the amended and restated memorandum and articles of association of the Company proposed to be adopted at the Annual General Meeting

• ‘‘Annual General Meeting’’

the annual general meeting of the Company to be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 3 November 2017 at 10:30 a.m.

• ‘‘Articles’’

• the Articles of Association of the Company

• ‘‘Board’’ the board of Directors

• ‘‘Change of Name’’

• the change of name of the Company from ‘‘Odella Leather Holdings Limited 愛特麗皮革控股有限公司’’ to ‘‘Million Stars Holdings Limited 萬星控股有限公司’’

• ‘‘RO provider Change of Name’’ the change of name of the registered office provider from Codan Trust Company (Cayman) Limited to Conyers Trust Company (Cayman) Limited

• ‘‘close associate(s)’’

• has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Code on Share Buy-backs’’

• the Code on Share Buy-backs approved by the SFC as amended from time to time

• ‘‘Companies Law’’

• ‘‘Company’’

• the Companies Law, Cap. 22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands Million Stars Holdings Limited 萬星控股有限公司, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the GEM

• ‘‘core connected person’’ has the meaning ascribed to it under the GEM Listing Rules

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

• ‘‘GEM’’

the Growth Enterprise Market of the Stock Exchange

• ‘‘GEM Listing Rules’’

• the Rules Governing the Listing of Securities on the GEM of the Stock Exchange

• ‘‘Group’’

the Company and its subsidiaries

• ‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’

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

• ‘‘Issue Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting

• ‘‘Latest Practicable Date’’

• 22 September 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Repurchase Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the number of issued Shares as at the date of passing the relevant resolution at the Annual General Meeting

• ‘‘SFC’’ the Securities and Futures Commission of Hong Kong

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

• ‘‘Share(s)’’

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

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

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

• ‘‘Takeovers Code’’ the Code on Takeovers and Mergers approved by the SFC as amended from time to time

• ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

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MILLION STARS HOLDINGS LIMITED 萬 星 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8093)

Executive Directors: Zhu Yongjun (Chairman) Wang Fei (Chief Executive Officer) Tang Yau Sing Tian Yuan

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

Independent Non-executive Directors: Cheung Kam Tong, Antonio Chui Man Lung, Everett Han Chu

Head office and principal place of business in Hong Kong: Room 3401, 34/F Lippo Centre, Tower 1 No.89 Queensway Admiralty Hong Kong 29 September 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS PROPOSED ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the re-election of retiring Directors and (iii) the adoption of the Amended and Restated Memorandum and Articles of Association.

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LETTER FROM THE BOARD

1. ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed that the Issue Mandate be granted to the Directors to exercise the power of the Company to allot, issue and deal with new Shares up to 20% of the number of issued Shares as at the date of passing of the relevant resolution and adding to such mandate so granted to the Directors any Shares representing the total number of Shares which may be purchased by the Company under the Repurchase Mandate.

As at the Latest Practicable Date, a total of 400,000,000 Shares were in issue. 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 bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 80,000,000 Shares.

Subject to the passing of the ordinary resolution by the Shareholders for granting the Issue Mandate at the Annual General Meeting, 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 Company is required by its Articles or the applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) the revocation, variation or renewal of the Issue Mandate by ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The Directors have no immediate plans to allot and issue any new Shares other than Shares which may fall to be issued upon the exercise of options granted under the share option scheme of the Company.

2. REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will also be proposed that the Repurchase Mandate be granted to the Directors to exercise all powers of the Company to repurchase on GEM or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the SFC and the Stock Exchange, Shares up to a maximum of 10% of the number of issued Shares as at the date of passing of the relevant resolution.

Subject to the passing of the ordinary resolution by the Shareholders for granting the Repurchase Mandate at the Annual General Meeting, the Repurchase 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 Company is required by its Articles or the applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

As required by the GEM Listing Rules, an explanatory statement containing the information reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the ordinary resolution in respect of the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of seven Directors, namely, Mr. Zhu Yongjun, Ms. Wang Fei, Mr. Tang Yau Sing, Ms. Tian Yuan, Mr. Cheung Kam Tong, Antonio, Mr. Chui Man Lung, Everett and Mr. Han Chu.

According to Article 105(A) of the Articles, at each annual general meeting, one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation. A retiring Director shall be eligible for re-election.

According to Article 109 of the Articles, any Director appointed by the Board to fill a casual vacancy or as an additional Director shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at the meeting. Any Director appointed by the Board pursuant to Article 109 shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.

Accordingly, under Article 109 of the Articles, Mr. Zhu Yongjun, Ms. Wang Fei, Mr. Tang Yau Sing, Ms. Tian Yuan, Mr. Cheung Kam Tong, Antonio, Mr. Chui Man Lung, Everett and Mr. Han Chu will retire as Directors by rotation and, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

The biographical details of the retiring Directors eligible for re-election at the Annual General Meeting are set out in Appendix II to this circular.

4. PROPOSED ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board also proposes to seek the approval from the Shareholders at the Annual General Meeting by way of a special resolution to adopt the Amended and Restated Memorandum and Articles of Association to reflect the Change of Name and the RO Provider Change of Name, details of the proposed amendments are attached as Appendix III.

5. ANNUAL GENERAL MEETING

At the Annual General Meeting, (i) ordinary resolutions will be proposed to approve, inter alia, (a) the grant of the Issue Mandate and the Repurchase Mandate; (b) the re-election of retiring Directors; and (ii) a special resolution will be proposed to approve the adoption of the Amended and Restated Memorandum and Articles of Association.

Notice of the Annual General Meeting is set out on pages 17 to 22 of this circular. A form of proxy for use at the Annual General Meeting is despatched together with this circular. They are also published on the website of the GEM and the website of the Company. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time

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LETTER FROM THE BOARD

appointed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

6. VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the results of the poll will be published by the Company after the Annual General Meeting on the respective websites of the GEM and the Company.

7. RECOMMENDATION

The Board considers that the ordinary resolutions and special resolution to be proposed at the Annual General Meeting for, inter alia, the grant of the Issue Mandate and the Repurchase Mandate, the re-election of retiring Directors and the adoption of the Amended and Restated Memorandum and Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.

8. 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 is not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. GENERAL INFORMATION

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

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

Yours faithfully, For and on behalf of the Board Million Stars Holdings Limited Zhu Yongjun Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies listing on the GEM to repurchase their shares on the GEM or on another stock exchange recognised for this purpose by the SFC and the Stock Exchange, subject to the provisions of the Code on Share Buy-backs and certain restrictions, amongst which the GEM Listing Rules provide that the shares proposed to be purchased by the issuer must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate to its directors to make the purchase(s) or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue is 400,000,000. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors will be authorised to repurchase a maximum of 40,000,000 Shares, being 10% of the number of issued Shares as at the date of passing of the relevant resolution for granting the Repurchase Mandate during the period up to (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by its Articles or the applicable laws of the Cayman Islands to hold its next annual general meeting; or (c) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever occurs first.

3. REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to seek general authority from the Shareholders to enable the Directors to exercise power of the Company to repurchase its Shares on the GEM pursuant to the Repurchase Mandate. Such repurchases 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 made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands. Under the Cayman Islands laws, 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 of the repurchase or, if so authorised by its Articles and subject to the provisions of the Companies Law, out of capital and, in the case of any

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EXPLANATORY STATEMENT

APPENDIX I

premium payable on a repurchase, such premium must be provided for out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by its Articles and subject to the provisions of the Companies Law, out of capital. The Company may not purchase securities on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 30 June 2017) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels which, in the opinion of the Board, are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the GEM in each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2016
September 2016	0.650	0.560
October 2016	0.650	0.500
November 2016	0.600	0.465
December 2016	1.100	0.500
2017
January 2017	1.330	0.920
February 2017	1.530	1.160
March 2017	1.790	0.980
April 2017	2.400	1.450
May 2017	3.050	2.010
June 2017	2.950	1.600
July 2017	2.460	1.860
August 2017	2.280	1.800
September 2017 (up to the Latest Practicable Date)	2.050	1.610

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of

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EXPLANATORY STATEMENT

APPENDIX I

Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholders’ interest, 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.

As at the Latest Practicable Date, to the best knowledge of the Directors, the following Shareholders are interested in more than 5% of the Shares then in issued:

• (i) Power View Group Limited (a company 30% owned by Mr. Zhu Yongjun, an executive Director) was interested in 249,995,955 Shares, representing approximately 62.49% of the total issued Share capital of the Company; and

• (ii) Shanghai Hutong Investments Centre (Limited Partnership)* was interested in 50,000,000 Shares, representing 12.5% of the total issued Share capital of the Company.

In the event that the Directors exercise in full the power of the Company to repurchase Shares pursuant to the Repurchase Mandate and no other Shares would be issued or repurchased following the Latest Practicable Date:

• (i) the shareholdings of Power View Group Limited in the Company will increase to approximately 69.44% assuming that there is no alteration to the existing shareholdings of Power View Group Limited; and

• (ii) the shareholdings of Shanghai Hutong Investments Centre (Limited Partnership) in the Company will increase to approximately 13.89% assuming that there is no alteration to the existing shareholdings of Shanghai Hutong Investments Centre (Limited Partnership).

On the basis of the aforesaid increase in shareholdings, the Directors are not aware of any consequences which may arise under Rules 26 and 32 of the Takeovers Code. The Directors do not intend to exercise the Repurchase Mandate to an extent which would, in the circumstances, trigger any potential consequences under the Takeovers Code.

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase and no disposal by any of the substantial Shareholders of their interests in the Shares, an exercise of the Repurchase Mandate may result in less than 25% of the Shares being held by the public. In any event, unless otherwise approved by the Stock Exchange, the Directors will refrain from exercising the power conferred by the Repurchase Mandate to an extent as may result in a public shareholding of less than 25%.

7. DISCLOSURE OF INTERESTS AND UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

• For identification only

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

The Company has not been notified by any core connected person of the Company that such a person has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the GEM Listing Rules, the Memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the GEM or otherwise) has been made by the Company during the previous twelve months preceding the Latest Practicable Date.

– 10 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out below:

EXECUTIVE DIRECTORS

Zhu Yong Jun

Mr. Zhu Yong Jun (‘‘Mr. Zhu’’), aged 36, was appointed as an executive Director of the Company on 24 February 2017, the chairman of the board of Directors and the chief executive officer (‘‘CEO’’) of the Company on 17 March 2017. He stepped down as the CEO on 5 September 2017.

Mr. Zhu has experience in investment management. He has been the founder, chairman and chief executive officer of 上海尋投金融信息服務有限公司 (Shanghai Financial Investment Information Services Company Limited) since 2014 and was the founder of 泰州 四方網絡有限公司 (Taizhou Sifang Network Company Limited) in 2005. He was the general manager of the network department of 中國電信泰州實業公司 (China Telecommunications Taizhou Industrial Corporation*) from 2004 to 2005. Mr. Zhu holds a bachelor’s degree in economic information management from Jiangnan University. He is also a director of Power View Group Limited, a controlling Shareholder of the Company.

Mr. Zhu entered into a service contract with the Company for a term of three (3) years commencing on 24 February, 2017 unless and until terminated by either party by serving not less than three-months’ written notice. Mr. Zhu’s appointment is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

Mr. Zhu receives a remuneration of HK$2.4 million per annum and a fixed bonus equivalent to three month’s salary and a discretionary bonus to be determined with reference to the performance of the Company’s business as the Board shall in its discretion deem appropriate. The remuneration of Mr. Zhu has been reviewed by the Remuneration Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Zhu with the Company. Mr. Zhu’s remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company. As at the Latest Practicable Date, Mr. Zhu had interests in 249,995,955 Shares of the Company (within the meaning of Part XV of the SFO).

Wang Fei

Wang Fei (‘‘Ms. Wang’’), aged 44, was appointed as an executive Director and the CEO of the Company on 5 September 2017.

Ms. Wang has nearly 23 years of experience in the software development and business marketing fields. From January 2003 to April 2017, Ms. Wang served as the senior manager of Baidu Union Development, general manager at Baidu Games Business Unit (Web Game),

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

general manager at Baidu Web Navigation Business Unit, CEO of Baidu Games and general manager of Baidu Mobile App Distribution Business Unit. She was engaged in various projects including key accounts sales model development, software union and internet bar union development, the general management of Hao123 Web Navigation business, integration of games business and formulation of business strategies, as well as vigorous expansion of overseas markets.

During her employment in Baidu Mobile App Distribution Business Unit, she was responsible for developing mobile assistant app stores and personal cloud business. Before joining Baidu, Ms. Wang was employed by Sparkice E-Commerce Group as senior business manager, served as a sales department manager of eNet.com.cn, worked at China Ship Research and Development Academy as software engineer during the period from 1994 to 2002.

Ms. Wang graduated from Harbin Engineering University with a bachelor’s degree in electronic engineering in 1994.

Ms. Wang entered into a service contract with the Company for a term of three (3) years commencing on 5 September, 2017 unless and until terminated by either party by serving not less than three-months’ written notice. Ms. Wang’s appointment is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

Ms. Wang is entitled to emoluments of HK$1,500,000 per annum. A discretionary bonus is payable to Ms. Wang at the discretion of the Board. The remuneration of Ms. Wang has been reviewed by the Remuneration Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Ms. Wang with the Company. Ms. Wang remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

Tang Yau Sing

Tang Yau Sing (‘‘Mr. Tang’’), aged 55, was appointed as an executive Director of the Company on 24 February 2017.

Mr. Tang holds a bachelor of social sciences (honours) degree from the University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants in the United Kingdom, a member of the Taxation Institute of Hong Kong and the Hong Kong Institute of Directors. He has over 25 years of accounting, auditing and financial advisory experience and held key management position in numerous listed companies in Hong Kong and the United States.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Tang has been the executive director and Company Secretary of Pearl Oriental Oil Limited (stock code: 632) since October 2016 and August 2017 respectively and an executive director of Winto Group (Holdings) Limited (stock code: 8238) since July 2017. He was the chairman and executive director of Greens Holdings Limited (stock code: 1318) for the period from December 2014 to November 2015, the executive director and company secretary of Changgang Dunxin Enterprise Company Limited (stock code: 2229) for the period from February 2016 to June 2016, the executive director and chief financial officer of New Sports Group Limited (stock code: 299) for the period from November 2013 to May 2016, the vice president and company secretary of China Environmental Technology Holdings Limited (stock code: 646) for the period from March 2014 to April 2016. Mr. Tang was also the chief financial officer of China Agritech Inc. (previously listed on NASDAQ) for the period from October 2008 to January 2012.

Mr. Tang entered into a service contract with the Company for a term of three (3) years commencing on 24 February, 2017 unless and until terminated by either party by serving not less than three-months’ written notice. Mr. Tang’s appointment is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

Mr. Tang receives a remuneration of HK$2.4 million per annum and a fixed bonus equivalent to three month’s salary and a discretionary bonus to be determined with reference to the performance of the Company’s business as the Board shall in its discretion deem appropriate. The remuneration of Mr. Tang has been reviewed by the Remuneration Committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Tang with the Company. Mr. Tang’s remuneration is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

Tian Yuan

Tian Yuan (‘‘Ms. Tian’’), aged 43, was appointed as an executive Director of the Company on 28 July 2017.

Ms. Tian obtained her bachelor’s degree in economics from the University of California, Los Angeles and her master of science in financial engineering degree from the University of Michigan Ann Arbor. She was one of the earliest recruited innovative talents in the finance area by the ‘‘The Thousand Talents Plan’’* (‘‘吉林省千人計劃’’), which was held by the government of Jilin Province.

Ms. Tian previously worked for US I.B. Fund Management Limited, Societe Generale Securities Hong Kong, Ltd, the Investment Management Department of Legend Holdings Ltd and other financial enterprises. She is experienced in technical analysis of foreign exchange, foreign exchange trading, derivatives development, trading and sales, financial product investment, the establishment and operation of investment funds, private equity, capital market investment, financing etc.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Tian is now the general manager of Shanghai Angell Asset Management Company Limited, the deputy general manager of 吉林省投資集團有限公司 (Jilin Province Investment Group Company Limited) and the director and deputy general manager of 海通吉禾股權投資 基金管理有限公司 (Haitong Jihe Equity Investment Fund Management Co., Ltd.). She is also the member of the Investment Committee of 吉林省現代農業和新興產業投資基金有限公司 (Jilin Province Modern Agriculture and New Industrial Investment Fund Limited Company) and 吉林省國家新能源創業投資基金合夥企業（有限合夥）投委會 (Jilin Province National New Energy Venture Investment Fund (Limited Partnership)), and the director of the Investment Committee of 吉林省養老服務產業基金合夥企業（有限合夥）(Jilin Province Ageing Service Industry Fund (Limited Partnership)*). Ms. Tian is a director of Power View Group Limited, a controlling Shareholder of the Company, and a director of United Conquer Limited, which is a controlling shareholder of Power View Group Limited.

Ms. Tian entered into a service contract with the Company for a term of three (3) years commencing on 28 July, 2017 unless and until terminated by either party by serving not less than three-months’ written notice. Ms. Tian’s appointment is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

As Ms. Tian receives her remuneration from 上海昂巨資產管理有限公司 (Shanghai Angell Asset Management Co. Ltd), the management company of 上海胡桐投資中心（有限合 夥）(Shanghai Hutong Investment Centre (Limited Partnership)), Ms. Tian is willing to receive this nominal remuneration from the Company. The Board considers that her remuneration from the Company will not affect Ms. Tian in performing her responsibilities and duties as an executive Director of the Company. The remuneration of Ms. Tian is subject to review by the Board from time to time pursuant to the power conferred on it in the annual general meeting of the Company.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Cheung Kam Tong Antonio

Cheung Kam Tong Antonio (‘‘Mr. Cheung’’), aged 55, was appointed as an independent non-executive Director of the Company on 24 February 2017.

Mr. Cheung was the country manager of Dell Hong Kong Limited from 2004 to 2005 and CA (Hong Kong) Limited from 2005 to 2007. He was the general manager of International SOS (HK) Ltd. from 2008 to 2010. He was the founder of Integrated Credit Solutions Group Limited and Top Stand Corporation Limited and is now the chief executive officer of Top Stand Corporation Limited. Mr. Cheung holds a bachelor of social sciences degree from the University of Hong Kong.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The Company has entered into a letter of appointment with Mr. Cheung in relation to his appointment as an independent non-executive Director for a term of three years commencing on 24 February 2017 which is determinable by either party serving on the other not less than one month’s written notice, subject to retirement by rotation and re-election in accordance with the Articles and the GEM Listing Rules.

Mr. Cheung is entitled to emoluments of HK$300,000 per annum, which was determined with reference to the prevailing market conditions and his roles and responsibilities in the Group.

Chui Man Lung Everett

Chui Man Lung Everett (‘‘Mr. Chui’’), aged 52, was appointed as an independent nonexecutive Director of the Company on 24 February 2017.

Mr. Chui is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. Mr. Chui is also a member of the Institute of Chartered Accountants in England and Wales. Mr. Chui became a qualified professional accountant in 1990 when he worked in the audit department of KPMG Hong Kong. Mr. Chui is the founding director and shareholder of Cen-1 Partners Limited, an independent consultancy company specialised in financial engineering and corporate structuring.

Mr. Chui has served as an independent non-executive director of Taung Gold International Limited (stock code: 621) since 20 April 2010 and Up Energy Development Group Limited (stock code: 307) since 30 June 2016. He was also the independent non-executive director of Mingyuan Medicare Development Company Limited (stock code: 233) from 23 September 2015 to 20 May 2016, New Sports Group Limited (stock code: 299) from 10 September 2013 to 20 January 2017 and China Ocean Fishing Holdings Limited (stock code: 8047) from 20 May 2015 to 16 May 2017.

Mr. Chui holds a bachelor of social sciences (honours) degree in business economics & accounting awarded by the University of Southampton in the United Kingdom.

The Company has entered into a letter of appointment with Mr. Chui in relation to his appointment as an independent non-executive Director for a term of three years commencing on 24 February 2017 which is determinable by either party serving on the other not less than one month’s written notice, subject to retirement by rotation and re-election in accordance with the Articles and the GEM Listing Rules.

Mr. Chui is entitled to emoluments of HK$300,000 per annum, which was determined with reference to the prevailing market conditions and his roles and responsibilities in the Group.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Han Chu

Han Chu (‘‘Mr. Han’’), aged 43, was appointed as an independent non-executive Director of the Company on 1 March 2017.

Mr. Han holds a bachelor’s degree in management studies from Nanjing University and a master’s degree in economics from Peking University. He has been a director and deputy general manager of 華泰瑞聯基金管理有限公司 (Huatai Ruilian Fund Management Company Limited) since 2013. He served as an executive director in the investment banking division of 華泰聯合證券有限責任公司 (Huatai United Securities Company Limited) for more than six years. He has over ten years of experience in investment management and advisory. He was an independent non-executive director of New Sports Group Limited (stock code: 299) from 17 December 2014 to 30 May 2016.

The Company has entered into a letter of appointment with Mr. Han in relation to his appointment as an independent non-executive Director for a term of three years commencing on 1 March 2017 which is determinable by either party serving on the other not less than one month’s written notice, subject to retirement by rotation and re-election in accordance with the Articles and the GEM Listing Rules.

Mr. Han is entitled to emoluments of HK$300,000 per annum, which was determined with reference to the prevailing market conditions and his roles and responsibilities in the Group.

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 relationship with any Directors, senior management or substantial shareholders or controlling shareholders of the Company as at the Latest Practicable Date;

• (iii) held any other directorships in listed public companies in the three years prior to the Latest Practicable Date; and

• (iv) had any interest in the Shares within the meaning of Part XV of the SFO.

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 the 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 the GEM Listing Rules.

• for identification only

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PROPOSED AMENDMENTS CONTAINED IN THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Details of the proposed amendments contained in the Amended and Restated Memorandum and Articles of Association to be adopted by the Company are set out as follows:

PROPOSED AMENDMENTS IN THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

1. Heading

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

Million Stars Holdings Limited 萬星控股有限公司

(formerly known as Odella Leather Holdings Limited

==> picture [129 x 13] intentionally omitted <==

(Adopted pursuant to a special resolution passed at an annual general meeting held on ~~28~~ 3 ~~January~~ November 201 ~~5~~ 7)

1. Clause 1

The name of the Company is Million Stars Holdings Limited 萬星控股有限公司 ~~Odella Leather Holdings Limited 愛特麗皮革控股有限公司~~ .

1. Clause 2

The Registered Office of the Company shall be at the offices of Conyers ~~Codan~~ Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

PROPOSED AMENDMENTS IN THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION

1. Heading

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Million Stars Holdings Limited 萬星控股有限公司

(formerly known as Odella Leather Holdings Limited愛特麗皮革控股有限公司) (Adopted pursuant to a special ~~written~~ resolution ~~s~~ passed at an annual general meeting held on 3 November ~~28 January~~ 2017)

1. Article 1(A)

2. ‘‘the Company’’ or shall mean ~~Odella Leather~~ Million Stars Holdings Limited ~~愛~~ ‘‘this Company’’ ~~特麗皮革~~ 萬星控股有限公司incorporated in the Cayman Islands on 3 September 2014

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [182 x 31] intentionally omitted <==

MILLION STARS HOLDINGS LIMITED 萬 星 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 8093)

NOTICE IS HEREBY GIVEN that the annual general meeting of Million Stars Holdings Limited (the ‘‘Company’’) will be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 3 November 2017 at 10:30 a.m. for the following purposes:

AS ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements of the Company and its subsidiaries and the reports of the directors (‘‘Directors’’) and the independent auditors of the Company for the year ended 30 June 2017.

2. (i) To re-elect the following retiring Directors:

3. (a) Mr. Zhu Yongjun as an executive Director;

4. (b) Ms. Wang Fei as an executive Director;

5. (c) Mr. Tang Yau Sing as an executive Director;

6. (d) Ms. Tian Yuan as an executive Director;

7. (e) Mr. Cheung Kam Tong, Antonio as an independent non-executive Director;

8. (f) Mr. Chui Man Lung, Everett as an independent non-executive Director; and

9. (g) Mr. Han Chu as an independent non-executive Director.

10. 3 To authorize the board (the ‘‘Board’’) of Directors to fix the Directors’ remuneration.

11. To re-appoint RSM Hong Kong as the Company’s independent auditors and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without modifications, the following resolution (‘‘Resolution’’) as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) of this Resolution below, pursuant to the Rules (the ‘‘GEM Listing Rules’’) Governing the Listing of Securities on the Growth Enterprise Market (the ‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the directors (‘‘Directors’’) of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with the unissued shares (each a ‘‘Share’’) of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants to subscribe for Shares and debentures convertible into Shares), which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds warrants to subscribe for Shares and debentures convertible into Shares), which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of issued shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares under the exercise of any options granted under the share option scheme or similar arrangement of the Company for the time being adopted by the Company for the grant or issue to eligible participants thereunder or rights to acquire Shares; or (iii) an issue of Shares as any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (‘‘Articles’’) in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20 per cent. of the aggregate number of issued Shares as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this Resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting is required by the Articles or any applicable law of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution;

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

1. To consider and, if thought fit, pass with or without modifications, the following resolution (‘‘Resolution’’) as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) of this Resolution below, the exercise by the directors (‘‘Directors’’) of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares (‘‘Shares’’) of the Company on the Growth Enterprise Market (the ‘‘GEM’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (‘‘SFC’’) and the Stock Exchange for such purpose, and subject to and in accordance with the Rules Governing of Listing of Securities on the GEM, other rules, regulations and requirements of the SFC, the Stock Exchange or other stock exchange, and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number of issued Shares which the Company is authorised to purchase pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as hereinafter defined) shall not exceed 10 per cent. of the aggregate number of issued Shares as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this Resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this Resolution until whichever is the earliest of:

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.’’

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

‘‘THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares (‘‘Shares’’) of the Company pursuant to resolution numbered 5 above be and it is hereby extended by the addition thereto of the aggregate number of issued Shares which may be purchased by the Company pursuant to or in accordance with the authority granted under resolution numbered 6 above, provided that such number of Shares so purchased shall not exceed 10% of the total number of issued Shares as at the date of passing of the said resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

SPECIAL RESOLUTION

1. To consider and, if thought fit, pass (with or without modifications) the following resolution as a special resolution:

‘‘THAT the amended and restated memorandum and articles of association of the Company in the form of the document marked ‘‘A’’ and initialed by the chairman of this meeting for the purpose of identification be and is hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect and that any director or the company secretary of the Company be and is hereby authorised to do all such acts as he/she deems fit to effect the adoption of the amended and restated memorandum and articles of association of the Company and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws and regulations in the Cayman Islands and Hong Kong.’’

By order of the Board Million Stars Holdings Limited Zhu Yongjun Chairman

Hong Kong, 29 September 2017

Registered office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive, PO Box 2681 Room 3401, 34/F Grand Cayman, KY1-1111 Lippo Centre, Tower 1 Cayman Islands No.89 Queensway Admiralty Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (‘‘Shares’’) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the meeting is enclosed. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited at the Company’s branch share registrar and transfer office in Hong Kong (‘‘Branch Registrar’’),

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NOTICE OF ANNUAL GENERAL MEETING

Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding the meeting (or any adjournment thereof).

1. For the purpose of determining members who are qualified for attending the above meeting, the register of members of the Company will be closed from Tuesday, 31 October 2017 to Friday, 3 November 2017 (both days inclusive), during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on Monday, 30 October 2017.

2. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting (or any adjournment thereof) and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Save for resolutions approving any procedural and administrative matters, any voting of the meeting should be taken by poll.

4. If Typhoon Signal No. 8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any time after 7:30 a.m. on the date of the meeting, then the meeting will be adjourned. The Company will post an announcement on the website of the Company at (www.millionstars.hk) and HKExnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting.

The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Members of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

As at the date of this notice, the Company’s board of directors comprise: Mr. Zhu Yongjun, Ms. Wang Fei, Mr. Tang Yau Sing and Ms. Tian Yuan as executive directors; and Mr. Cheung Kam Tong, Antonio, Mr. Chui Man Lung, Everett and Mr. Han Chu as independent nonexecutive directors.

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