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

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 all your shares in Goldlion Holdings Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

GOLDLION HOLDINGS LIMITED

金 利 來 集 團 有 限 公 司

(Incorporated in Hong Kong under the Hong Kong Companies Ordinance)

(Stock Code: 00533)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2021 AGM of Goldlion Holdings Limited to be held at the Main Conference Room, 7th Floor, Goldlion Holdings Centre, 13-15 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong on Friday, 14th May 2021 at 10:30 a.m. is set out on pages 14 to 18 of this circular. Whether or not you intend to attend and vote at the 2021 AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the registered office of the Company at 7th Floor, Goldlion Holdings Centre, 13-15 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the 2021 AGM or adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the 2021 AGM or adjourned meeting thereof if you so wish.

In light of the pandemic situation of COVID-19, certain measures will be taken at the 2021 AGM as set out on page 1 of this circular. You are encouraged to appoint the Chairman of the 2021 AGM as your proxy to vote at the meeting as an alternative to attending the 2021 AGM in person.

13th April 2021

		CONTENTS
			Page
Precautionary Measures for the COVID-19 at the 2021 AGM . . . . . . . . . . . . . . . . . . . . . .	1
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandates to Issue Shares and to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2021 AGM .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	-	Particulars of Directors Proposed for Re-election . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

- i -

PRECAUTIONARY MEASURES FOR THE COVID-19 AT THE 2021 AGM

Due to the COVID-19 pandemic and to safeguard the health and safety of attending Shareholders, staff and other stakeholders, the following precautionary measures will be taken at the 2021 AGM:

1. Mandatory temperature check for every attendee of the 2021 AGM.
2. Attendees of the 2021 AGM are required to wear surgical face masks inside the meeting venue at all times.
3. A safe distance between seats will be maintained.
4. No distribution of corporate gifts or serving of refreshments.
5. Any person who does not comply with the precautionary measures to be taken at the 2021 AGM may be denied entry into the meeting venue and may not be allowed to attend the meeting.

The Company would remind Shareholders that attendance in person at the 2021 AGM is not necessary for the purpose of exercising voting rights. As an alternative, by completing proxy forms with voting instructions, Shareholders may appoint the Chairman of the 2021 AGM as their proxy to vote on the relevant resolutions at the 2021 AGM instead of attending the meeting in person. The proxy form is attached to this circular and can also be downloaded from the Company's website (www.goldlion.com) and the Stock Exchange's website (www.hkexnews.hk).

Shareholders choosing not to attend the 2021 AGM in person can still contact the Company by email at [e-mail] for any questions about the relevant resolutions or any other matters about the Company.

- 1 -

the 2021 Annual General Meeting of the Company convened to be held at the Main Conference Room, 7th Floor, Goldlion Holdings Centre, 13-15Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong on Friday, 14th May 2021 at 10:30 a.m.

the articles of association of the Company the board of Directors

the Companies Ordinance, Chapter 622 of the Laws of Hong Kong

Goldlion Holdings Limited, a company incorporated in Hong Kong under the Companies Ordinance with limited liability

the director(s) of the Company the Company and its subsidiaries

the Hong Kong Special Administrative Region of the People's Republic of China

7th April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

the new share option scheme adopted by the Company on 23rd May 2014

the Companies Ordinance, Chapter 32 of the Laws of Hong Kong, which was in force immediately prior to 3rd March 2014

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

holder(s) of the Shares shares of the Company

The Stock Exchange of Hong Kong Limited

- 2 -

DEFINITIONS

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

''2021 AGM''

''Articles of Association'' ''Board''

''Companies Ordinance''

''Company''

''Director(s)'' ''Group'' ''Hong Kong''

''Latest Practicable Date''

''Listing Rules''

''New Share Option Scheme''

''Old Companies Ordinance''

''SFO''

''Shareholder(s)'' ''Shares'' ''Stock Exchange''

DEFINITIONS

''Takeovers Code''	The Codes on Takeovers and Mergers and Share Buy-backs
''$''	Hong Kong dollars
''%''	per cent

- 3 -

LETTER FROM THE BOARD

GOLDLION HOLDINGS LIMITED

金 利 來 集 團 有 限 公 司

(Incorporated in Hong Kong under the Hong Kong Companies Ordinance)

(Stock Code: 00533)

Executive Directors:	Registered Office:
Mr. Tsang Chi Ming, Ricky, J.P.	7th Floor
(Chairman and Chief Executive Officer)	Goldlion Holdings Centre
Madam Wong Lei Kuan	13-15 Yuen Shun Circuit
	Siu Lek Yuen
Non-executive Director:	Shatin
Mr. Ng Ming Wah, Charles	New Territories
	Hong Kong
Independent Non-executive Directors:
Dr. Lau Yue Sun, B.B.S.
Mr. Li Ka Fai, David
Mr. Ngan On Tak
	13th April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the 2021 AGM including (i) the proposals to grant to the Directors general mandates to issue Shares and to repurchase Shares; and (ii) the re-election of Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the Annual General Meeting duly convened and held on 15th May 2020, ordinary resolutions were approved by Shareholders to grant to the Directors a general mandate to exercise the powers of the Company to repurchase Shares and a further general mandate to allot, issue and deal with new Shares. Such general mandates, unless renewed, will lapse at the conclusion of the 2021 AGM.

At the 2021 AGM, ordinary resolutions will be proposed, as special business, to grant to the Directors (i) a general mandate to repurchase Shares, the aggregate number of Shares of which does not exceed 10% of the aggregate number of the Shares in issue as at the date of the passing of such resolution (the ''Repurchase Mandate'') and (ii) a general mandate to allot, issue and deal with new Shares not exceeding 20% (which is equivalent to 196,422,807 Shares, on the basis of the Company's total issued share capital of 982,114,035 Shares as at the Latest Practicable Date) of the aggregate number of the Shares in issue as at the date of such resolution plus the number of Shares actually repurchased by the Company since the grant of such mandate (up to a maximum of 10% of the aggregate number of the Shares in issue). Shareholders are referred to the Notice of the Annual General Meeting, set out on pages 14 to 18 of this circular, for details of the resolutions in relation to these general mandates which will be considered at the 2021 AGM. With reference to these resolutions, the Directors wish to state that they have no immediate plans to repurchase any Shares or to issue any new Shares pursuant to the relevant mandates.

An explanatory statement, as required by the Listing Rules to be sent to Shareholders in connection with the Repurchase Mandate, is set out in Appendix I to this circular. This contains all the information which the Directors consider reasonably necessary to enable the Shareholders to make an informed decision on whether or not to vote for or against the ordinary resolution to grant the Repurchase Mandate at the 2021 AGM.

The Directors have no immediate plans to issue new Shares other than the Shares which may fall to be issued upon the exercise of the options which may be granted under the New Share Option Scheme.

RE-ELECTION OF DIRECTORS

In accordance with Article 92 of the Company's Articles of Association, Mr. Ngan On Tak, who was appointed to the Board on 8th September 2020, will hold office until the next following general meeting of the Company and, being eligible, will offer himself for reelection at the 2021 AGM.

Besides, in accordance with Article 101 of the Company's Articles of Association, Mr. Ng Ming Wah, Charles will retire as Directors by rotation and, being eligible, offer himself for reelection at the 2021 AGM.

Particulars of the Directors who are proposed for re-election are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

2021 AGM

Set out on pages 14 to 18 of this circular is a notice convening the Annual General Meeting. A proxy form for use by the Shareholders at the 2021 AGM is enclosed herewith. Whether or not you intend to attend the 2021 AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the registered office of the Company at 7th Floor, Goldlion Holdings Centre, 13-15 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2021 AGM or any adjournment thereof. Completion and return of a proxy form will not preclude you from attending and voting in person at the 2021 AGM or any adjourned meeting thereof if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, every resolution put to the vote at the Annual General Meeting will be taken by way of poll. The Chairman of the 2021 AGM will exercise his power under Article 73 of the Articles of Association to put each of the resolutions to be proposed at the 2021 AGM to the vote by way of a poll.

RECOMMENDATION

The Directors believe that the above proposals are in the interests of the Company and the Shareholders as a whole and accordingly recommend that all Shareholders vote in favour of the resolutions to be proposed at the 2021 AGM. So far as the Directors are aware, as at the Latest Practicable Date, no Shareholder is required to abstain from voting under the Listing Rules in respect of any of the resolutions to be proposed at the AGM.

Yours faithfully,

On behalf of the Board

Mr. Tsang Chi Ming, Ricky

Chairman and Chief Executive Officer

- 6 -

APPENDIX I	EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors.

This Appendix also constitutes the memorandum required under Section 239(2) of the Companies Ordinance.

1. LISTING RULES REQUIREMENTS FOR SHARE REPURCHASE

All on-market share repurchases must be made in accordance with the Listing Rules, which set out various restrictions with which listed companies have to comply. In particular:

1. no shares may be repurchased unless they are fully paid-up; and
2. a listed company may not repurchase its own shares on the Stock Exchange unless, among other matters, its shareholders shall have given in advance a specific approval or a general mandate to the directors of the listed company to make such repurchases.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total issued share capital of the Company comprised 982,114,035 Shares.

Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the date of the 2021 AGM, based on the total issued share capital of the Company as at the Latest Practicable Date, the Company would be allowed under the Repurchase Mandate to repurchase up to 98,211,403 Shares which is equivalent to 10% of the total issued share capital of the Company.

3. REASONS FOR REPURCHASE

The Directors believe that it is in the interests of the Company and its Shareholders to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the Companies Ordinance and the Listing Rules. It is envisaged that such funds would only be paid from the distributable profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase to the extent allowable under the Companies Ordinance.

- 7 -

APPENDIX I	EXPLANATORY STATEMENT

It is possible that, if the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period, there might be an adverse impact on the working capital or gearing position of the Group as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31st December 2020. However, the Directors do not propose to exercise the Repurchase Mandate to the extent that the repurchase would, in the circumstances, have a material adverse effect on the working capital position of the Group or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Group.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	$	$
2020
April	1.96	1.73
May	1.98	1.50
June	1.68	1.47
July	1.68	1.42
August	1.54	1.40
September	1.55	1.42
October	1.63	1.43
November	1.59	1.46
December	1.60	1.50
2021
January	1.60	1.48
February	1.94	1.58
March	1.85	1.66
April (up to and including the Latest Practicable Date)	1.80	1.64

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate only in accordance with the Listing Rules, the applicable laws of Hong Kong and the regulations set out in the Articles of Association.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their respective associates, have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Group.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Group, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

7. TAKEOVERS CODE

If, as a result of a share repurchase, 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 the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert 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.

The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchases of Shares pursuant to the Repurchase Mandate.

8. SUBSTANTIAL SHAREHOLDERS AND PUBLIC SHAREHOLDING

So far as is known to the Directors, the following parties, other than Directors or Chief Executive of the Company, have, as at the Latest Practicable Date, an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of the Division 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 5% or more of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

				Percentage to
Name of holder of	Type of		Number of	total issued
securities	securities		Shares held	share capital
Hin Chi Family Management	Shares	Long positions	613,034,750	62.42%
Limited (Note)		Short positions	-	-
Top Grade Holdings Limited	Shares	Long positions	613,034,750	62.42%
(Note)		Short positions	-	-
Silver Disk Limited (Note)	Shares	Long positions	160,616,000	16.35%
		Short positions	-	-
Tsang Hin Chi Charities	Shares	Long positions	53,880,750	5.49%
(Management) Limited		Short positions	-	-
FMR LLC	Shares	Long positions	62,511,250	6.36%
		Short positions	-	-

Note: Hin Chi Family Management Limited as trustee of the Tsang Hin Chi (2007) Family Settlement, held all of the issued share capital of Top Grade Holdings Limited (''Top Grade''). Top Grade was interested in 613,034,750 Shares in the Company including 160,616,000 Shares held by Silver Disk Limited, a wholly-owned subsidiary of Top Grade.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

As at the Latest Practicable Date, Hin Chi Family Management Limited (''HCFML'') and Tsang Hin Chi Charities (Management) Limited (''THCCML'') held approximately 62.42% and 5.49%, respectively, of the current issued share capital of the Company of 982,114,035 Shares. In the event that the Repurchase Mandate is exercised in full, the aggregate percentage shareholding in Shares held by HCFML and THCCML would be increased to approximately 75.45% of the current issued share capital of the Company as adjusted for such repurchase. Such an increase would be treated as an acquisition of voting rights for the purposes of the Takeovers Code but would not give rise to an obligation on the part of either HCFML or THCCML to make a mandatory offer under Rule 26 of the Takeovers Code. However, the share capital of the Company in public hands would be reduced to less than 25%. The Directors have no present intention to exercise the Repurchase Mandate to the extent that the aggregate percentage of Shares held by public shareholders would amount to less than 25% of the issued share capital of the Company from time to time.

9. SHARES REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares, whether on the Stock Exchange or otherwise, in the six months prior to the Latest Practicable Date.

- 10 -

APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Ngan On Tak, (Independent non-executiveDirector), aged 70, graduated from the University of Hong Kong with a Bachelor of Laws Degree in 1976 and obtained a Postgraduate Certificate in Laws in 1977. Mr. Ngan was admitted as a solicitor in Hong Kong in 1979. He became a partner of F. Zimmern & Co., a law firm in Hong Kong, in 1982 and a senior partner in 2005. Mr. Ngan retired from the partnership in 2019 and ceased to be a consultant of the firm in 2020. He was a member of the Hong Kong Law Society's Title Registration Working Party and was its chairman from 2008 to 2012. Mr. Ngan was appointed to the Board on 8th September 2020.

Mr. Ngan is not connected with any Directors, senior management or substantial and controlling shareholders of the Company. As at the Latest Practicable Date, he does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Ngan. Mr. Ngan will be appointed for a term of three years commencing from the date of the annual general meeting at which he is re-elected and will be subject to retirement by rotation and re-election at the Company's annual general meeting in accordance with the provisions of the Company's Articles of Association. Currently, Mr. Ngan is entitled to receive an aggregate annual remuneration of HK$360,000 which comprises a director's fee of HK$180,000 and additional remuneration in respect of his membership in Board committees, being HK$100,000 as a member of the Audit Committee, HK$50,000 as a member of the Remuneration Committee and HK$30,000 as a member of the Nomination Committee. Upon re-election, the aggregate annual remuneration of Mr. Ngan as an independent non-executive Director is expected to remain unchanged.

Save as disclosed herein, there is no other information relating to Mr. Ngan's re-election that needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Ng Ming Wah, Charles, (Non-executiveDirector), aged 71, was appointed to the Board in July 1992. Mr. Ng graduated from Loughborough University in England in 1972 with a B.Sc. degree in Electronic and Electrical Engineering and from London Graduate School of Business Studies (London Business School) in England in 1974 with an M.Sc. degree in Business Studies. Mr. Ng has over 45 years of experience in corporate finance and investment banking. He is a director of Somerley Capital Limited, the principal business of which is the provision of corporate financial advisory services. Mr. Ng is also a non-executive director and member of the audit committee of King Fook Holdings Limited (stock code: 280).

Mr. Ng is not connected with any Directors, senior management or substantial and controlling shareholders of the Company. As at the Latest Practicable Date, he does not have any other interests in the securities of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr. Ng. Mr. Ng will be appointed for a term of three years commencing from the date of the annual general meeting at which he is re-elected and will be subject to retirement by rotation and re-election at the Company's annual general meeting in accordance with the provisions of the Company's Articles of Association. Currently, Mr. Ng is entitled to receive an aggregate annual remuneration of HK$360,000 which comprises a director's fee of HK$180,000 and additional remuneration in respect of his membership in Board committees, being HK$100,000 as a member of the Audit Committee, HK$50,000 as a member of the Remuneration Committee and HK$30,000 as a member of the Nomination Committee. Upon re-election, the aggregate annual remuneration of Mr. Ng as a non-executive Director is currently expected to remain unchanged.

Mr. Ng was also a non-executive director of Man Wah Enterprise Company Limited (''Man Wah Enterprise'') from 6th December 1994 to 27th July 1995. Man Wah Enterprise was a Hong Kong company incorporated on 24th November 1970 and was engaged in silk flower manufacturing business. On 19th September 1995, the directors of Man Wah Enterprise filed a statutory declaration with the Companies Registry pursuant to Section 228A of the Old Companies Ordinance to the effect that they were of the opinion that the company could not by reason of its liabilities continue its business and that it was necessary that the company be wound up. On 13th October 1995, a petition for the winding up of Man Wah Enterprise was filed by a creditor in court. On 22nd November 1995, a winding up order on Man Wah Enterprise was made by the court pursuant to the said petition. On 3rd April 1996, an application was made by the liquidators to the court pursuant to Section 209A of the Old Companies Ordinance to have the liquidation of Man Wah Enterprise conducted as if it were a creditors' voluntary winding up. Upon such application, an order was made by the court on 2nd May 1996 that the winding up of Man Wah Enterprise should be conducted as if the winding-up were a creditors' voluntary winding-up. Man Wah Enterprise was dissolved on 24th September 1999. According to the report of the liquidator and the official receiver dated 1st May 1996, proofs of debts of a total value of approximately HK$3,300,000 had been submitted up to that date (of which approximately 65% were submitted by shareholders of Man Wah Enterprise and their associates) and the official receiver held cash in the sum of approximately HK$280,000 at that date. Mr. Ng has confirmed that there was no wrongful act on his part leading to the winding up of Man Wah Enterprise and that, as far as he was aware as at the Latest Practicable Date, no actual or potential claim had been or would be made against him as a result of such winding up. The liquidators concluded in their report in 1996

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APPENDIX II PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

that they were of the view that this liquidation was not a matter of public concern. Mr. Ng also confirmed that other than those matters disclosed herein, he was not involved in any matters relating to the winding up of Man Wah Enterprise.

Mr. Ng has extensive experience in corporate finance and investment banking and had held directorships in various listed companies in Hong Kong. He considers that the above incident has no impact on his character, experience and integrity to act as a Director of the Company. In his long length of service with the Company since 1992, Mr. Ng considers that in the performance of his duties as a Director, he always acts for proper purpose, honestly and in good faith in the interests of the Company as a whole, and applies such degree of skill, care and diligence as may reasonably be expected of a person of his knowledge and experience and holding his office within the Company. Mr. Ng considers that he has demonstrated a high standard of competence that is required by the applicable provisions in Rules 3.08 and 3.09 of the Listing Rules. Based on these factors, the Board of Directors considers and concludes that Mr. Ng has the character, experience and integrity and is able to demonstrate a standard of competence commensurate with his position as a Director of the Company.

Save as disclosed herein, there is no other information relating to Mr. Ng's re-election that needs to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

GOLDLION HOLDINGS LIMITED

金 利 來 集 團 有 限 公 司

(Incorporated in Hong Kong under the Hong Kong Companies Ordinance)

(Stock Code: 00533)

NOTICE IS HEREBY GIVEN that the 2021 Annual General Meeting of Goldlion Holdings Limited (the ''Company'') will be held at the Main Conference Room, 7th Floor, Goldlion Holdings Centre, 13-15 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong on Friday, 14th May 2021 at 10:30 a.m. for the following purposes:

1. To receive and adopt the audited accounts and reports of the Directors and of the auditors of the Company for the year ended 31st December 2020.
2. To approve a final dividend in respect of the year ended 31st December 2020.
3. (a) To re-elect Mr. Ngan On Tak as an independent non-executive Director.
4. 1. To re-elect Mr. Ng Ming Wah, Charles as a non-executive Director.
   2. To authorize the Board of Directors to fix the remuneration of Directors.
5. To appoint auditors of the Company and to authorize the Board of Directors to fix their remuneration.

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

As Ordinary Resolutions

5. ''THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares in the capital of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

1. the aggregate number of shares in the capital of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate number of shares in the capital of the Company in issue as at the date of the passing of this resolution; and
2. for the purposes of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earlier of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) or the Articles of Association of the Company to be held; and
   3. 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.''

6. ''THAT:

1. subject to paragraph (c) of this resolution and pursuant to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, 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 unissued shares in the capital of the Company or securities convertible into shares in the capital of the Company and to make or grant offers, agreements and options (including bonds and debentures convertible into shares in the capital of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds and debentures convertible into shares in the capital of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph
2. 1. of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any issue of shares in the capital of the Company 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 in the capital of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares in the capital of the Company in lieu of the whole or part of a dividend on shares in the capital of the Company pursuant to the Articles of Association of the Company in force from time to time; or (iv) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, shall not exceed 20% of the aggregate number of shares in the capital of the Company in issue on the date of the passing of this resolution; and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. for the purpose of this resolution,
4. 1. 
      ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earlier of:
   2. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) or the Articles of Association of the Company to be held; and
2. 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 in the capital of the Company or issue of options to subscribe for shares in the capital of the Company open for a period fixed by the Directors of the Company to the holders of shares in the capital of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of shares in the capital of the Company as at that date (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 recognized regulatory body or any stock exchange in, any territory applicable to the Company).''

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NOTICE OF ANNUAL GENERAL MEETING

7. ''THAT, subject to the passing of the above Resolutions numbered 5 and 6, the general mandate granted to the Directors of the Company pursuant to Resolution numbered 6 be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company as stated in Resolution numbered 5 above provided that such amount shall not exceed 10% of the aggregate number of shares in the capital of the Company in issue on the date of the passing of this resolution.''

By order of the Board

Kam Yiu Kwok

Company Secretary

Hong Kong, 13th April 2021

Registered office:

7th Floor

Goldlion Holdings Centre 13-15 Yuen Shun Circuit Siu Lek Yuen

Shatin

New Territories Hong Kong

Notes:

1. Every member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend, speak and, on a poll, vote instead of him. A proxy need not be a member of the Company. Due to the pandemic situation of COVID-19, shareholders may consider appointing the Chairman of the Meeting as his/her proxy to vote on the resolutions, instead of attending the Meeting in person.
2. To be valid, a proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the registered office of the Company at 7th Floor, Goldlion Holdings Centre, 13-15 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the Meeting or adjourned meeting (as the case may be).
3. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the Meeting or any adjournment thereof if the shareholder so desires.
4. For the purpose of determining shareholders' entitlement to attend and vote at the 2021 AGM, the Register of Members of the Company will be closed from 11th May 2021 to 14th May 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the 2021 AGM, all transfers accompanied by the relevant shares certificates must be lodged by 4:30 p.m. on Monday, 10th May 2021 with the Company's Registrars, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
5. For the purpose of determining shareholders' entitlement to the proposed final dividend, the Register of Members of the Company will be closed on 21st May 2021 to 24th May 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend of the year, all transfers accompanied by the relevant shares certificates must be lodged by 4:30 p.m. on Thursday, 20th May 2021 with the Company's Registrars, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.

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NOTICE OF ANNUAL GENERAL MEETING

6. If a Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal is/are in force at or at any time between 8:30 a.m. and 10:30 a.m. on the date of the Meeting, or in the event that the COVID-19 situation requires the date of the Meeting to be changed, the Meeting will be automatically adjourned. The Company will post an announcement on the Company's website (www.goldlion.com) and the Stock Exchange's website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting. Shareholders should decide on their own whether they would attend the Meeting under bad weather condition bearing in mind their own situations.

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