HPC : (1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES (2) RE-ELECTION OF RETIRING DIRECTORS (3) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND (4) 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HPC Holdings Limited, you should at once hand this circular with the accompanying 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 the transferee.

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

HPC Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1742)

(1) PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

(2) RE-ELECTION OF RETIRING DIRECTORS

(3) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "Annual General Meeting") of HPC Holdings Limited (the "Company") to be held at Block 165, Bukit Merah Central #08-3687, Singapore 150165 on Wednesday, 28 April 2021 at 10:00 a.m. is set out on pages 14 to 18 of this circular. Resolutions will be proposed at the Annual General Meeting to consider and, if thought fit, to approve, among other things, the grant of General Mandate, the Repurchase Mandate and the re-election of the retiring Directors.

A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are intending to attend and vote at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. by 10:00 a.m. on Monday, 26 April 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting or any adjournment thereof if they so wish and in such event, the proxy form shall be deemed to be revoked.

29 March 2021

CONTENTS
Page
DEFINITIONS .....................................................	1
LETTER FROM THE BOARD ..........................................	3

APPENDIX IAPPENDIX IIAPPENDIX III

• - DETAILS OF RETIRING DIRECTORS

  PROPOSED FOR RE-ELECTION

  AT THE ANNUAL GENERAL MEETING ............ 8

• - DETAILS OF PROPOSED INDEPENDENT

  NON-EXECUTIVE DIRECTOR FOR ELECTION

  AT THE ANNUAL GENERAL MEETING ............ 10

• - EXPLANATORY STATEMENT

FOR THE REPURCHASE MANDATE ............... 11

NOTICE OF ANNUAL GENERAL MEETING

............................ 14

-i-

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 Block 165, Bukit Merah Central #08-3687, Singapore 150165 on Wednesday, 28 April 2021 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages 14 to 18 of this circular

"Articles of Association"

the articles of association of the Company

"associates"

has the same meaning ascribed to it under the Listing Rules

"Board"

the board of Directors

"Cayman Companies Law"

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

"Company"

HPC Holdings Limited, a company incorporated in the Cayman Islands on 13 October 2016 as an exempt company with limited liability and whose shares are listed on the Stock Exchange

"connected person(s)"

has the same meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

''General Mandate''

a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting the General Mandate

"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

DEFINITIONS
"Latest Practicable Date"	26 March 2021, being the latest practicable date prior
to the printing of this circular for the purpose of
ascertaining certain information contained in this
circular
"Listing Date"	11 May 2018, the date on which dealings in the Shares
commenced on the Stock Exchange
"Listing Rules"	The Rules Governing the Listing of Securities on the
Stock Exchange
"Repurchase Mandate"	the general and unconditional mandate proposed to
be granted to the Directors at the Annual General
Meeting to repurchase fully paid up Shares not
exceeding 10% of the number of issued Shares as at
the date of passing of the relevant resolution granting
the Repurchase Mandate
"Securities and Futures	the Securities and Futures Ordinance (Chapter 571 of
Ordinance"	the Laws of Hong Kong) as amended, supplemented
or otherwise modified from time to time
"Share(s)"	ordinary share(s) of nominal value of HK$0.01 each in
the capital of the Company
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Substantial Shareholders"	has the same meaning ascribed to it under the Listing
Rules
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"%"	per cent.
-2-

HPC Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1742)

Executive Directors	Registered office:
Mr. Wang Yingde (Chairman &	Cricket Square
Chief Executive Officer)	Hutchins Drive
Mr. Shi Jianhua	P.O. Box 2681
Grand Cayman KY1-1111
Independent Non-executive Directors	Cayman Islands
Mr. Zhu Dong
Mr. Leung Wai Yip	Principal place of business
Ms. Ng King Wai Diana	in Hong Kong:
40th Floor
Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
29 March 2021
To the Shareholders
Dear Sir or Madam

(1) PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

(2) RE-ELECTION OF RETIRING DIRECTORS

(3) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: i) the granting to the Directors of General Mandate and the Repurchase Mandate; ii) the re-election of the retiring Directors; and iii) the election of the independent non-executive Director.

GENERAL MANDATE

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. An ordinary resolution will be proposed at the Annual General Meeting to grantthe General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new shares in the share capital of the Company up to 20% of the number of issued Shares as at the date of the passing of the resolution in relation to the General Mandate. As at the Latest Practicable Date, there were 1,600,000,000 Shares in issue. Subject to the passing of the above ordinary resolution and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 320,000,000 Shares pursuant to the General Mandate.

In addition, an ordinary resolution will be proposed at the Annual General Meeting to extend the General Mandate by adding to it the number of such Shares repurchased under the Repurchase Mandate.

REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of the passing of the resolution in relation to the Repurchase Mandate. As at the Latest Practicable Date, there were 1,600,000,000 Shares in issue. Subject to the passing of the above resolution and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 160,000,000 Shares pursuant to the Repurchase Mandate.

An explanatory statement required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix III to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 84(1) of the Articles of Association, Mr. Shi Jianhua and Mr. Zhu Dong shall retire at the Annual General Meeting and, being eligible, have offered themselves for re-election as Directors thereat.

Nomination policy and procedures

In reviewing the structure of the Board, the nomination committee of the Company (the "Nomination Committee") considers the Board diversity from a number of aspects, including but not limited to cultural and educational background, professional experience, skills and knowledge. All appointments of Board members will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

The Nomination Committee is of the view that Mr. Zhu Dong has extensive working experience as senior management of investment bank or financial institute in Hong Kong, the re-election of Mr. Zhu as an independent non-executive Director will supplement the professional background of the Board members in the knowledge and understanding of the regional capital market and also provide practical advice to the Company in contemplating any corporate activities. As such, on 29 January 2021, the Nomination Committee nominated Mr. Zhu to the Board for the Board to recommend to the Shareholders to re-elect Mr. Zhu at the Annual General Meeting.

The Board is of the view that Mr. Zhu possess the basic knowledge of operations of listed companies, and being the independent non-executive Directors since 19 April 2018, his knowledge and independence have been assessed and concurred by the Board. Moreover, he has confirmed their independence pursuant to Rule 3.13 of the Listing Rules.

Details of directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules

ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 22 March 2021 in relation to the proposed appointment of Mr. Gng Hoon Liang as the independent non-executive Director of the Company.

Details of Mr. Gng Hoon Liang who is subject to election at the Annual General Meeting is set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from Friday, 23 April 2021 to Wednesday, 28 April 2021, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 22 April 2021.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 14 to 18 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve i) the granting to the Directors of General Mandate and the Repurchase Mandate; ii) the re-election of the retiring Directors; and iii) the election of the independent non-executive Director.

FORM OF PROXY

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. by 10:00 a.m. on Monday, 26 April 2021) or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 66(1) of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the proposed resolutions for (i) the granting to the Directors of the General Mandate and the Repurchase Mandate; (ii) the re-election of the retiring Directors; and (iii) the election of the independent non-executive Director are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

GENERAL INFORMATION

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

Yours faithfully

By order of the Board HPC Holdings Limited

Wang Yingde

Chairman & Chief Executive OfficerThe following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, each of the following Directors, save as disclosed herein, did not have any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, none of the following Director has any relationship with any other Directors, senior management, Substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Director candidates

Executive Director

Mr. Shi Jianhua (݄ܔശ), aged 57, executive Director, has over 30 years of experience in construction industry and is mainly responsible for the daily business execution and management of the Group and is one of the founders of the Group. Mr. Shi was a site manager for SCG Singapore Branch from February 2001 to February 2003 before being promoted as a project director from March 2003 to November 2004. Before joining SCG Singapore Branch, Mr. Shi served in Shanghai Construction No. 5 (Group) Co., Ltd as an engineer from July 1983 to May 1991, as a subcontracting supervisor from June 1991 to February 1995, as a deputy project manager from February 1995 to December 1996 and as a project manager from January 1997 to February 2001. Mr. Shi graduated from Shanghai Construction Engineering School in October 1983.

Mr. Shi Jianhua has entered into a service contract with the Company for a term of three years commencing from 19 April 2018 and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the service contract, the service contract will be auto renewed pursuant to the terms of the contract on 19 April 2021. Mr. Shi Jianhua is entitled to a Director's remuneration of SGD 508,000 per annual and a discretionary bonus for all executive Directors not exceeding 10% of net profit of the Group, which have been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and prevailing market condition.

As at the Latest Practicable Date, Mr. Shi Jianhua was deemed to be interested in 540,000,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Independent Non-executive Director

Mr. Zhu Dong (ϡ؇), aged 59, independent non-executive Director, has approximately 30 years of experience in financial markets. Mr. Zhu has been the consultant of Nomura International (Hong Kong) Limited since June 2016. Prior to that, Mr. Zhu was the managing director of Nomura International (Hong Kong) Limited from October 2011 to May 2016. Mr. Zhu has also worked at BNP Prime Peregrine Securities Limited from May 1998 to July 2011, at Beijing Peregrine Investment Consultant Company from May 1994 to May 1998, at Department of Foreign Funds Application and Audit of the Bureau of Audit from September 1986 to November 1992 and at Beijing Coal Mine Machinery Plant of the Ministry of Coal Industry from August 1982 to August 1986. Mr. Zhu graduated from Guangxi University with a bachelor degree in July 1982 and completed the master program of business administration in Tsinghua University in July 1996. Mr. Zhu is currently an independent non-executive director of West China Cement Limited, a company listed on the Hong Kong Stock Exchange.

Mr. Zhu Dong has entered into a letter of appointment with the Company on 19 April 2018 for a term of three years commencing from the Listing Date and is subject to retirement by rotation and re-election in accordance with the Articles of Association. The letter of appointment will be auto renewed pursuant to the terms of the contract on 19 April 2021. Pursuant to the letter of appointment, Mr. Zhu Dong is entitled to a director's remuneration of SGD30,000 per annual, which has been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and prevailing market condition.

APPENDIX IIDETAILS OF PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTOR FOR ELECTION AT THE ANNUAL GENERAL MEETING

The following are the particulars of the proposed independent non-executive Director (as required by the Listing Rules) to be elected at the Annual General Meeting.

Mr. Gng Hoon Liang (჎ථڥ) aged 63. Mr. Gng has over 30 years' experience in the Building Industry. Mr. Gng has been a director of Coal and Mineral Pte Ltd, a whole sale trading company incorporated in Singapore since 2008. Since 2002, Mr. Gng has been providing project management services to developers, contractors, lawyers in South East Asia, Africa and the Middle-East regions. From 1996 to 2002, he was the project manager for the high technology horse racing turf club in Kranji, Singapore with Ssang Yong Engineering & Construction Co, Ltd. In 1993, the Malaysia's Bank Negara (Central Bank) engaged Mr. Gng as the project director to fully oversee the successful completion of the Labuan Financial Park in 1996 (a tax haven entity), in Labuan Island, East Malaysia. He was the contracts manager for the Restoration and Redevelopment of the internationally proclaimed Raffles Hotel in Singapore from 1990 to 1992 under Ssang Yong Engineering & Construction Co, Ltd. He was the contracts manager for the China World Trade Centre, Beijing, China from 1987 to 1990 with Indeco Engineers, a Singapore Government-linked company. Mr. Gng graduated from Edinburgh, Scotland in 1987 with a Bachelor of Science in Quantity Surveying and Building Economics (Hons) and in 1995 he obtained his Master of Science in International Construction Management from the Nanyang Technological University (Singapore). He was a Professional associate of The Royal Institution of Chartered Surveyors (U.K.) from 1991 to 2010, The Association of Cost Engineers (U.K) from 1994 to 2010, and member of Singapore Institute of Arbitrators from 1996 to 2010.

As at the Latest Practicable Date, Mr. Gng Hoon Liang did not have any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed herein, Mr. Gng Hoon Liang does not hold any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, Mr. Gng Hoon Liang does not hold any relationship with any other Directors, senior management, Substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed herein, there is no other matter in relation to the proposed appointment of Mr. Gng that needs to be brought to the attention of the Shareholders and there is no other information relating to the proposed appointment of Mr. Gng which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 1,600,000,000 Shares.

Subject to the passing of the proposed ordinary resolution granting the Repurchase Mandate at the Annual General Meeting and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Directors will be allowed to repurchase a maximum of 160,000,000 Shares which represent 10% of the total number of issued Shares during the period ending on the earliest of i) the conclusion of the next annual general meeting of the Company, unless renewed by an ordinary resolution of the shareholders in a general meeting, either unconditionally or subject to conditions; or 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 law of the Cayman Islands to be held; or iii) the date upon which such authority is revoked, varied or renewed by a resolution of the Shareholders in general meeting prior to the next annual general meeting of the Company.

REASONS AND FUNDING OF REPURCHASES

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

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Cayman Companies Law and the Listing Rules. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Cayman Companies Law.

The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full at the current prevailing market value, it may not have a material adverse impact on the working capital and/or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 October 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the 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.

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates, as defined in the Listing Rules, currently intend to sell any Shares to the Company or its subsidiaries, in the event that the Repurchase Mandate is approved by the Shareholders.

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

No core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.

If as a result of a repurchase of Shares by the Company pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Tower Point Global Limited held 660,000,000 Shares, which is wholly and beneficially owned by Mr. Wang Yingde, an executive Director, was interested in approximately 41.25% of the existing issued share capital of the Company and Creative Value Investments Limited held 540,000,000 Shares, which is wholly and beneficially owned by Mr. Shi Jianhua, an executive Director, was interested in approximately 33.75% of the existing issued share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate, the shareholdings of Tower Point Global Limited and Creative Value Investments Limited in the Company will be increased to approximately 45.83% and 37.50% respectively of the issued share capital of the Company. To the best knowledge and belief of the Directors, such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. However, the Directors would not repurchase Shares to such an extent as would result in takeover obligations. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeover Codes as a results of any repurchase of Shares pursuant to the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during the twelve months preceding the Latest Practicable Date were as follows:

Highest traded	Lowest traded
Month	prices	prices
HK$	HK$
2020
February	0.135	0.110
March	0.124	0.081
April	0.100	0.069
May	0.079	0.057
June	0.085	0.056
July	0.085	0.060
August	0.096	0.070
September	0.092	0.067
October	0.100	0.076
November	0.126	0.087
December	0.132	0.092
2021
January	0.121	0.090
February	0.120	0.082
March (up to the Latest Practicable Date)	0.105	0.081

HPC Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1742)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of HPC Holdings Limited (the "Company") will be held at Block 165, Bukit Merah Central #08-3687, Singapore 150165 on Wednesday, 28 April 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• 1. To receive, consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 October 2020.

  2. a. To re-elect the following retiring directors of the Company:

  • i. Mr. Shi Jianhua as an executive director of the Company; and

  • ii. Mr. Zhu Dong as an independent non-executive director of the Company.

  • b. To authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors of the Company.

• 3. To elect Mr. Gng Hoon Liang as an independent non-executive director of the Company.

• 4. To re-appoint Ernst & Young LLP as auditor of the Company and to authorise the Board to fix its remuneration.

• 5. To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:

(A)

"That:

(i) subject to paragraph (iii) below, the exercise by the directors of the

Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may 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 and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

• (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements 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 in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly;

• (iv) for the purpose of this resolution:

  (a) "Relevant Period" means the period from the passing of

this resolution until whichever is the earliest of:

• (1) the conclusion of the next annual general meeting of the Company, unless renewed by an ordinary resolution of the shareholders in a general meeting, either unconditionally or subject to conditions;

• (2) 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 law of the Cayman Islands to be held; or

(3) the revocation, variation or renewal of the authority

given under this resolution by an ordinary resolution

of the shareholders of the Company in general

meeting; and

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

(B)

"That:

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(iv) for the purpose 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, unless renewed by an ordinary resolution of the shareholders in a general meeting, either unconditionally or subject to conditions;

• (b) 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 law of the Cayman Islands to be held; or

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

(C)

"That conditional upon the resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 5(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of such number of shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting, provided that such amount of shares of the Company shall not exceed 10% of the total number of issued shares of the Company at the date of passing of the said resolutions."

Yours faithfully By order of the Board

HPC Holdings Limited

Wang Yingde

Chairman & Chief Executive Officer

29 March 2021

Registered office:
Cricket Square
Hutchins Drive, P.O. Box 2681	No. 248 Queen's Road East
Grand Cayman KY1-1111	Wanchai
Cayman Islands	Hong Kong
Notes:

Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre

• (i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.

• (ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) In order to be valid, a form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e., by 10:00 a.m. on Monday, 26 April 2021) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (iv) The transfer books and register of members will be closed from Friday, 23 April 2021 to Wednesday, 28 April 2021, both days inclusive to determine the entitlement of the shareholders to attend the above meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30p.m. on Thursday, 22 April 2021.

• (v) In respect of ordinary resolution numbered 2 above, Mr. Shi Jianhua and Mr. Zhu Dong shall retire and being eligible, offered themselves for re-election at the above meeting. Details of the above retiring directors are set out in Appendix I to the circular of the Company dated 29 March 2021.

• (vi) In respect of ordinary resolution numbered 3 above, Mr. Gng Hoon Liang will be proposed to be elected as independent non-executive Director of the Company at the above meeting. Details of the above proposed Director are set out in Appendix II to the circular of the Company dated 29 March 2021.

• (vii) In respect of ordinary resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances where they consider that the repurchase would be in the best interest of the Company and its shareholders. An explanatory statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the general mandate to repurchase shares of the Company, as required by the Listing Rules, is set out in Appendix III to the circular of the Company dated 29 March 2021.

• (viii) Shareholders who attend the annual general meeting shall bear their own travelling expenses.

  As at the date of this announcement, the Board comprises Mr. Wang Yingde and Mr. Shi

Jianhua as executive Directors; and Mr. Zhu Dong, Mr. Leung Wai Yip and Ms. Ng King Wai Diana as independent non-executive Directors.