Well Link Securities Holdings Limited — Proxy Solicitation & Information Statement 2019

Mar 29, 2019

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 Excalibur Global Financial Holdings Limited (the “ Company ”), 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.

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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.

Excalibur Global Financial Holdings Limited 駿溢環球金融控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8350)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Hong Kong on Wednesday, 29 May 2019 at 3:00 p.m. is set out in this circular. This circular together with the form of proxy are also published on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the Company (www.excalibur.com.hk).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, 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 Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 27 May 2019) 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 Annual General Meeting if they so wish.

This circular together with the form of proxy will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of posting and on the website of the Company at www.excalibur.com.hk.

• References to time and dates in this circular are to Hong Kong time and dates.

30 March 2019

CHARACTERISTICS OF GEM

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate small and mid-sized 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.

i

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3. Proposed Granting of General Mandates to Repurchase and Issue Shares . . . . . . . . .	5
4. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Details of the Retiring Directors Proposed to be Re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II – Explanatory Statement on the Share Repurchase Mandate. . . . . . . . . . . . . .	15
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

ii

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Hong Kong on Wednesday, 29 May 2019 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 21 of this circular, or any adjournment thereof;

• “Articles of Association”

the articles of association of the Company currently in force;

• “Board”

the board of Directors;

• “close associates”

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

• “Companies Law”

the Companies Law, Cap 22 (Law 3 of 1961, as revised and consolidated) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time;

• “Company”

Excalibur Global Financial Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM;

• “Controlling Shareholder(s)”

has the meaning ascribed to it under the GEM Listing Rules, and in the context of this circular, means collectively Mr. Poon and Mr. Chan;

• “core connected person(s)”

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

• “Director(s)”

the director(s) of the Company;

• “Excalibur Global HK”

Excalibur Global Financial Group Limited (駿溢環球金融集團有 限公司), formerly known as Home Great Investment Limited (亨 偉投資有限公司), Excalibur Futures Limited (加利保期貨有限公 司), and Excalibur Futures Limited (駿溢期貨有限公司), a company incorporated in Hong Kong on 18 November 1993 with limited liability and an indirect wholly-owned subsidiary of the Company. Excalibur Global HK is licensed with the SFC to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts) and type 5 (advising on futures contracts) regulated activities in Hong Kong, and is the principal operating subsidiary of the Company;

1

DEFINITIONS

“GEM”	GEM of the Stock Exchange;
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM, as
	amended, supplemented or otherwise modified from time to time;
“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”	26 March 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
“Listing Date”	12 January 2018, the date on which dealing in the Shares
	commenced on the Stock Exchange;
“Mr. Chan”	Mr. Chan Ying Leung, an executive Director of the Company, and
	one of the Controlling Shareholders;
“Mr. Poon”	Mr. Poon Kwok Wah Allan, an executive Director, chairman and
	chief executive officer of the Company, one of the Controlling
	Shareholders;
“SFC”	Securities and Futures Commission of Hong Kong;
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong;
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company
	or if there has been a subsequent sub-division, consolidation,
	reclassification or reconstruction of the share capital of the
	Company, shares forming part of the ordinary equity share capital
	of the Company;
“Share Issue Mandate”	the general mandate proposed to be granted to the Directors to
	allot, issue or deal with additional Shares of not exceeding 20%
	of the total number of issued shares of the Company as at the date
	of passing of the proposed ordinary resolution contained in item 7
	of the notice of the Annual General Meeting;

2

DEFINITIONS

“Share Repurchase Mandate”

the general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting;

“Shareholder(s)” holder(s) of the Share(s);

“Stock Exchange”

The Stock Exchange of Hong Kong Limited;

• “substantial shareholders”

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

“Takeovers Code” The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time;

“%”

per cent.

3

LETTER FROM THE BOARD

Excalibur Global Financial Holdings Limited 駿溢環球金融控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8350)

Executive Directors: Mr. Poon Kwok Wah Allan Mr. Chan Ying Leung Ms. Lee Mei Chun

Registered Office: PO Box 1350, Clifton House 75 Fort Street Grand Cayman, KY1-1108 Cayman Islands

Independent Non-executive Directors:

Mr. Chin Kam Cheung Mr. Ang Wayne Wu-yee Mr. Siu Miu Man

Head Office and Principal Place of Business in Hong Kong: Room 2512, Cosco Tower 183 Queen’s Road Central Hong Kong

30 March 2019

To the Shareholders

Dear Sir/Madam,

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

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting for (i) the re-election of retiring Directors; and (ii) the granting to the Directors of the Share Repurchase Mandate and the Share Issue Mandate to repurchase Shares and to issue Shares respectively.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 108 of the Articles of Association, Ms. Lee Mei Chun and Mr. Siu Miu Man shall retire at the Annual General Meeting and shall be eligible for re-election at the Annual General Meeting.

4

LETTER FROM THE BOARD

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting.

Mr. Chin Kam Cheung, Mr. Ang Wayne Wu-yee and Mr. Siu Miu Man, Independent Non-executive Directors, have confirmed their independence with reference to the factors set out in Rule 5.09 of the GEM Listing Rules.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and Director Nomination Policy and the Company’s corporate strategy, and the independence of all Independent Non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid Independent Non-executive Director who will retire at the Annual General Meeting. The Company considers that the retiring Independent Non-executive Director is still independent in accordance with the independence guidelines set out in the GEM Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Details of the above retiring Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

On 8 June 2018, an ordinary resolution was passed by the Shareholders to give a general mandate to the Directors to repurchase and issue Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve:

• (a) the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting (i.e. a total of 80,000,000 Shares on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting);

• (b) the granting of the Share Issue Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting (i.e. a total of 160,000,000 Shares on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting); and

5

LETTER FROM THE BOARD

• (c) extension of the Share Issue Mandate by adding the aggregate number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

Each of the Share Repurchase Mandate and Share Issue Mandate, if granted, will continue in force until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the date on which the Share Repurchase Mandate or the Share Issue Mandate, as the case may be, is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earlier.

With reference to the Share Repurchase Mandate and Share Issue Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

An explanatory statement required by the GEM Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 18 to 21 of this circular.

Pursuant to the GEM Listing Rules and the Articles of Association, any vote of shareholders at a general meeting must be taken by poll. An announcement on the poll results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the Company (www.excalibur.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 notarially certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, 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 Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 27 May 2019) 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 Annual General Meeting if you so wish.

6

LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors and granting of the Share Repurchase Mandate and the Share Issue Mandate are 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 Annual General Meeting.

Yours faithfully, For and on behalf of the Board Excalibur Global Financial Holdings Limited Poon Kwok Wah Allan Chairman

7

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting:

• (1) Ms. LEE Mei Chun (李美珍) , aged 57, is an executive Director and a compliance officer of the Company. She was appointed as executive Director on 15 February 2017. Ms. Lee is a responsible officer of Excalibur Global HK, the key operating subsidiary of the Company, and is responsible for supervising each of its regulated activities (including securities, stock options, and futures and options trading business). She is also responsible for participating in the formulation of the corporate business strategies and making major operational decisions of the Group.

Ms. Lee completed her secondary education in Hong Kong in July 1982 and has since accumulated over 25 years of finance and risk management experience. Prior to joining the Group, Ms. Lee worked as a dealer at Wocom Commodities Limited (“ Wocom ”), a commodities trading brokerage, between May 1983 and May 1993. She was registered with the SFC as a commodities dealer throughout the period of her employment with Wocom. From October 1993 to September 1996, she served as a dealer at Hantec Holdings Limited (“ Hantec ”) where she provided services in foreign exchange, options, futures and securities trading. She was registered with the SFC as a commodities dealer as well as a representative for carrying out leveraged foreign exchange trading throughout her employment with Hantec. Ms. Lee then acted as a dealing director at Megabase Futures Co., Limited (“ Megabase ”) between October 1996 and March 2001 where she executed trades and responsible for the implementing and supervising the compliance of staff with in-house policies and regulations. She was registered with the SFC as a commodities dealer during her employment with Megabase. Ms. Lee became a director of Excalibur Global HK in May 2001 and has been a responsible officer since August 2007. Ms. Lee serves as the dealing director of Excalibur Global HK, responsible for carrying out proprietary trading as well as supervising and providing training for all licensed staff.

Ms. Lee has entered into a service agreement with the Company for an initial term of three years commencing on 12 January 2018 (Listing Date), renewable but subject to the Articles of Association and the GEM Listing Rules and/or other applicable laws and regulations, unless terminated by not less than three months’ notice in writing served by either party. She is subject to retirement by rotation pursuant to the Articles of Association. Ms. Lee is entitled to an annual salary of HK$120,000.00 under the service agreement, subject to annual review at a rate to be determined by the Remuneration Committee of the Company. Ms. Lee may be entitled to a discretionary bonus in respect of each financial year of the Company in an amount to be determined by the Board with reference to the operating results of the Group and her performance.

As at the Latest Practicable Date, Ms. Lee was not interested or deemed to be interested in the Shares or underlying Shares within the meaning of Part XV of the SFO.

8

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Save as disclosed above, Ms. Lee (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or Controlling Shareholder; and (iii) has not held any other directorships in any public companies, the securities of which are or have been listed on any securities market in Hong Kong or overseas in the past three years.

Save as disclosed above, there is no other matter concerning Ms. Lee that needs to be brought to the attention of the Shareholders nor is Ms. Lee involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

• (2) Mr. SIU Miu Man (蕭妙文) , aged 61, is an independent non-executive Director, the member of the Audit Committee, the member of the Remuneration Committee and the member of the Nomination Committee of the Company. He joined the Group and was appointed as an independent non-executive Director on 19 December 2017. He was appointed as a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company on 12 January 2018 (Listing Date). Mr. Siu has over 26 years of managerial experience in various listed companies. The following table is a summary of Mr. Siu’s working experience:

	Last	Principal business
Name of company	held title	activities	Period	Role
Kam Wo Construction	Director	Manufacturing	February 1991	Responsible for the
Co. Ltd. (a subsidiary		of construction	– July 1996	overall management
of Daido Group Ltd.,		and building		of the company
a company listed on		materials, general
the Stock Exchange		construction
with stock code: 0544)		and international trading
		operations
Wang On Construction	Director	Property development,	August 1996	Responsible for the
Engineering Limited		management	– July 1997	overall management
(a subsidiary of		and sub-licensing		of the company
Wang On Group,		of Chinese wet markets
a company listed on		and provision of finance
the Stock Exchange
with stock code: 1222)

9

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

	Last	Principal business
Name of company	held title	activities	Period	Role
Pearl Oriental	Executive	Property development	July 1997	Responsible for the
Cyberforce Limited	director	and investment	– April 2000	overall strategic
(currently known as Loudong				planning, business
General Nice Resources				development and
(China) Holdings Limited,				operational
a company listed on the				management of the
Stock Exchange with				company
stock code: 0988)
Vision Century Administration	General manager	Property investment,	May 2000	Responsible for the
Limited (a subsidiary of	– residential	development and	– July 2004	property development
Vision Century Corporation	and	management of		of the company
Limited and currently known	commercial	residential commercial
as Gemdale Properties and	group	and business park
Investment Corporation		projects
Limited, a company listed on
the Stock Exchange with
stock code: 0535)
RK Properties Holdings Limited	Executive	Investment holding	January 2005	Responsible for the
(a subsidiary	director		– January	overall strategic
of Road King Infrastructure			2006	planning, business
Limited, a company				development
listed on the Stock				and operational
Exchange with				management of
stock code: 1098)				the company
China Rise International	Executive	Manufacturing of home	February 2006	Responsible for
Holdings Limited	director and	appliances and property	– January	overseeing the
(currently known as	chief	development	2008	management
Sustainable Forest	executive			and operation of
Holdings Limited,	officer			the company.
a company listed				Reporting to
on the Stock Exchange				the board of directors
with stock code: 0723)				of the company

10

APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

	Last	Principal business
Name of company	held title	activities	Period	Role
Hsin Chong Property	Managing	Property development	April 2012–	Responsible for the
Development Limited	director		August 2013	overall management
(a subsidiary of				and operations of the
Hsin Chong Holdings				company
Group Limited,
a company listed
on the Stock Exchange
with stock code: 0404)
DBG Holdings Limited	Director	Developing and	February 2013	Responsible for
		manufacturing of	– present	sales, finance
		consumer electronic		and general
		products		management of
				the company
Asia Energy Logistics	Independent	Railway construction	August 2016	Responsible for
Group Limited	non-executive	and operations	– March 2018	the provision
(a company listed on	director	as well as shipping		of independent
the Stock Exchange		and logistics businesses		advice to the
with stock code: 0351)				board of directors and
				make
				recommendations
				on the operations and
				management
				of the company
Asia Energy Logistics	Executive	Railway construction	March 2018	Responsible for the
Group Limited	director	and operations	– November	overall strategic
(a company listed		as well as shipping	2018	planning and
on the Stock Exchange		and logistics businesses		operational
with stock code: 0351)				management of
				the company
Sheung Yue Group	Independent	Provision of foundation	October 2016	Responsible for
Holdings Limited	non-executive	services including	– January	the provision of
(a company listed	director	piling construction,	2018	independent
on the Stock Exchange		ELS works, pile		advice to the
with stock code: 1633)		cap construction,		board of
		site formation		directors and make
		and ancillary services		recommendations
				on the operations and
				management
				of the company

11

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

	Last	Principal business
Name of company	held title	activities	Period	Role
Value Convergence Holdings	Independent	Provision of financial	October 2016	Responsible for
Limited (a company listed	non-executive	services and products	– present	the provision of
on the Stock Exchange	director	to clients in the		independent
with stock code: 0821)		Greater China region		advice to the
				board of directors and
				make
				recommendations on
				the operations
				and management
				of the company
DBG Technology Co.,	Director	Developing and	December 2017	Responsible for
Ltd. (a company listed on		manufacturing	– present	the provision of
the Shenzhen Stock		of consumer		advice on
Exchange with		electronic products		sales, finance
stock code: 300735)				and general
				management of
				the company

Mr. Siu graduated from Wah Yan College in 1977 and obtained his higher diploma in building technology and management and an associateship in building technology and management from The Hong Kong Polytechnic (currently known as The Hong Kong Polytechnic University) in June 1980 and June 1983 respectively. He further obtained the degree of master of Science in e-commerce for executives from The Hong Kong Polytechnic University in June 2002. Mr. Siu has been an associate of the Chartered Institute of Arbitrators since November 1984, a professional associate of Royal Institution of Chartered Surveyors since January 1985, an associate of the Hong Kong Institute of Surveyors since March 1986 and a member of the Hong Kong Institute of Engineers since March 1989. He has also been an Authorised Person (List of Surveyors) since 1999, a Registered Professional Surveyor (General Practice Stream) since January 2002 and a Registered Professional Engineer (Building Stream) since May 2000. Mr. Siu has substantial managerial experience in administration, general management, commerce, finance, real estate development and the construction business.

12

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Mr. Siu was a director of the following companies incorporated in Hong Kong before their respective dissolution:

	Intended
	nature of	Means of	Date of	Reasons
Name of company	business	dissolution	dissolution	for dissolution
Allied Billion Enterprise	Property	Dissolved by	21 December	No good investment
Limited	investment	deregistration	2012	opportunity had been
億盟企業有限公司		under section 291AA		identified by the
		of Predecessor		directors
		Companies Ordinance
Deventer Limited	Property	Dissolved by deregistration	16 May 2013	No good investment
	investment	under section 291AA of		opportunity had been
		Predecessor Companies		identified by the
		Ordinance		directors
Great Billion International	Property	Dissolved by deregistration	21 December	No good investment
Enterprise Limited	investment	under section 291AA of	2012	opportunity had been
宏億國際企業		Predecessor Companies		identified by the
有限公司		Ordinance		directors
Henly Development Limited	Land	Dissolved by deregistration	7 September	Completion of deals and
恒業發展有限公司	investment	under section 291AA of	2012	no further good
		Predecessor Companies		investment
		Ordinance		opportunity had been
				identified by the
				directors
Jomax Investments Limited	Investment	Dissolved by deregistration	7 March 2003	No good investment
進明投資有限公司		under section 291AA of		opportunity had been
		Predecessor Companies		identified by the
		Ordinance		directors
Shinney Development Limited	Land	Dissolved by deregistration	10 July 2009	Completion of deals and
信軒發展有限公司	investment	under section 291AA of		no further good
		Predecessor Companies		investment
		Ordinance		opportunity had been
				identified by the
				directors

13

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Mr. Siu confirmed that (i) each of the companies mentioned above was inactive at the time of their respective dissolution; (ii) the dissolution of these companies did not result from any wrongful act, misconduct or misfeasance on his part; and (iii) the dissolution of these companies had not resulted in any liability or obligation being imposed against him.

Mr. Siu has entered into a letter of appointment with the Company for an initial term of three years commencing on 12 January 2018 (Listing Date), unless terminated by not less than one month’s notice in writing served by either party. He is subject to retirement by rotation pursuant to the Articles of Association. The annual remuneration of Mr. Siu under the letter of appointment is HK$120,000.00.

As at the Latest Practicable Date, Mr. Siu was not interested or deemed to be interested in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Siu (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or Controlling Shareholder; and (iii) has not held any other directorships in any public companies, the securities of which are or have been listed on any securities market in Hong Kong or overseas in the past three years.

Save as disclosed above, there is no other matter concerning Mr. Siu that needs to be brought to the attention of the Shareholders nor is Mr. Siu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

14

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required by the GEM Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors would be authorised under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 80,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.

Repurchase of Shares may, depending on the 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 the Shareholders.

3. FUNDING OF SHARE REPURCHASE

The company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2018) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

15

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have been traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
March 2018	0.440	0.360
April 2018	0.410	0.330
May 2018	0.400	0.335
June 2018	0.360	0.315
July 2018	0.350	0.320
August 2018	0.345	0.275
September 2018	0.340	0.290
October 2018	0.320	0.265
November 2018	0.325	0.270
December 2018	0.330	0.222
January 2019	0.325	0.265
February 2019	0.340	0.280
March 2019_(up to the Latest Practicable Date)_	0.360	0.245

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

16

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

As at the Latest Practicable Date, to the best knowledge and belief of the Company, Mr. Poon Kwok Wah Allan and Mr. Chan Ying Leung, being the Controlling Shareholders who are taken as parties acting in concert, were interested in 559,496,000 Shares representing approximately 69.94% of the total issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Share Repurchase Mandate (if the shareholdings of Mr. Poon and Mr. Chan in the Company and the capital structure of the Company otherwise remain the same), the interests of Mr. Poon and Mr. Chan would be increased to approximately 77.71% of the total issued share capital of the Company. The Directors are not aware of any consequence which will arise under the Takeovers Code as a consequence of any repurchase to be made under the Share Repurchase Mandate.

The Directors do not propose or intend to repurchase any shares which will result in the number of Shares held by the public being reduced to less than 25% of the total issued Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

17

NOTICE OF ANNUAL GENERAL MEETING

Excalibur Global Financial Holdings Limited 駿溢環球金融控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8350)

Notice is hereby given that an annual general meeting of Excalibur Global Financial Holdings Limited (the “ Company ”) will be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Hong Kong on Wednesday, 29 May 2019 at 3:00 p.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor for the year ended 31 December 2018.

2. To re-elect Ms. Lee Mei Chun as an executive director of the Company.

3. To re-elect Mr. Siu Miu Man as an independent non-executive director of the Company.

4. To authorise the board of directors of the Company to fix the remuneration of directors of the Company.

5. To re-appoint KPMG as the auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) of this resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

• (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

18

NOTICE OF ANNUAL GENERAL MEETING

• (c) 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 to be held; and

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

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

“ THAT :

• (a) subject to paragraph (b) of this resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

• (b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of options under a share option scheme of the Company; and

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company on the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution; and

19

NOTICE OF ANNUAL GENERAL MEETING

• (c) 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 to be held; and

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

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

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions set out in items 6 and 7 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 6 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”

By Order of the Board Excalibur Global Financial Holdings Limited Poon Kwok Wah Allan Chairman

Hong Kong, 30 March 2019

20

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and the Company’s Articles of Association. The results of the poll will be published on the website of Hong Kong Exchanges and Clearing Limited and of the Company in accordance with the GEM Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy (who must be an individual) to attend and 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. 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 that power of attorney or authority, must be deposited at 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 appointed for the meeting (i.e. not later than 3:00 p.m. on Monday, 27 May 2019) 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. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Friday, 24 May 2019 to Wednesday, 29 May 2019, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the annual general meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 23 May 2019.

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

21