Freeman FinTech : NOTICE OF ANNUAL GENERAL MEETING

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FREEMAN FINTECH CORPORATION LIMITED

(Provisional Liquidators Appointed)

͏଺ږ ፄ ߅ҦછٰϞࠢʮ̡

ʊ։΂ᑗࣛ૶ᆵɛ

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 279)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Freeman FinTech Corporation Limited (the "Company") will be held at Lecture Hall, 4/F, Duke of Windsor Social Service Building, Wanchai, Hong Kong on Thursday, 1 April 2021 at 4:00 p.m. (the "AGM") for the following purposes:

AS ORDINARY BUSINESS

• 1. To receive and consider the audited financial statements of the Company together with

• Reports of the Directors and the Auditor for the year ended 31 March 2020.

• 2. To re-elect Mr. Choi Wai Hong, Clifford as an Executive Director of the Company.

• 3. To re-elect Mr. Yau Pak Yue as an Executive Director of the Company.

• 4. To re-elect Ms. Ang Mei Lee Mary as a Non-executive Director of the Company.

• 5. To re-elect Mr. Chung Wai Man as a Non-executive Director of the Company.

• 6. To re-elect Mr. Wu Keli as an Independent Non-executive Director of the Company.

• 7. To authorise the Board of Directors to fix the remuneration of Directors of the Company.

• 8. To re-appoint Crowe (HK) CPA Limited as the auditor of the Company and to authorise the Board of Directors to fix their remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fit, passing the following resolutions as ordinary resolutions:

9. "THAT:

• (i) subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers 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, including warrants to subscribe for shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers after the end of the Relevant Period;

• (iii) the aggregate amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (i) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or on the exercise of any options granted under the share option scheme of the Company or on the exercise of the conversion rights attaching to any convertible notes of the Company, shall not exceed 20 per cent. of the total number of the issued shares of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (iv) for the purposes of this Resolution:

  "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

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

  • (b) the expiration of the period within which the next annual general meeting of the Company is required by the applicable law or the Articles of Association of the Company to be held; and

  • (c) the revocation on variation of the authority given under the resolution 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 of the Company to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

10. "THAT:

• (i) subject to paragraph (iii) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares or any other rights to subscribe shares in the capital of the Company in each case on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors of the Company;

• (iii) the aggregate amount of share capital of the Company which are authorised to be repurchased by the Directors of the Company pursuant to the approval in paragraph (i) above during the Relevant Period shall not exceed 10 per cent. of the total number of the issued shares of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (iv) for the purposes of this Resolution:

  "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

  (a) the conclusion of the next annual general meeting of the Company;

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

• (c) the revocation on variation of the authority given under the resolution by an ordinary resolution of the shareholders of the Company in general meeting."

11. "THAT conditional on the passing of the Resolutions numbered 9 and 10 set out in the notice of the annual general meeting at which this Resolution is considered, the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with new shares pursuant to the Resolution numbered 9 set out in the said notice be and is hereby extended by the addition to the aggregate amount of the share capital of the Company, which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the said Resolution numbered 10."

CONTINUED SUSPENSION OF TRADING

Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 1:12 p.m. on 28 February 2020 and will remain suspended pending fulfilment of the Resumption Guidance and any supplement or modification thereto.

By Order of the Board

Freeman FinTech Corporation Limited

(Provisional Liquidators Appointed)

Choi Wai Hong, Clifford

Executive Director

Hong Kong, 3 March 2021

Notes:

• 1. To be valid, the instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• 2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

• 3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Tuesday, 30 March 2021 or not less than 48 hours before the time for holding the meeting or the adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

• 4. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

• 5. A form of proxy for use at the AGM is enclosed herewith.

As at the date of this notice, the Board comprises the following Directors:-

Executive Directors:	Non-executive Directors:
Mr. Choi Wai Hong, Clifford	Ms. Ang Mei Lee Mary
Mr. Yau Pak Yue	Mr. Chung Wai Man
Independent Non-executive Directors:
Mr. An Dong
Mr. Fung Tze Wa
Mr. Wu Keli