Guangdong Tannery : General Mandate for the issue of shares, Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Guangdong Tannery Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

GENERAL MANDATE FOR THE ISSUE OF SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Guangdong Tannery Limited to be held at The Boardroom, Basement 2, Wharney Hotel, No. 57-73, Lockhart Road, Wanchai, Hong Kong at 10 : 30 a.m. on Friday, 18 June 2021 is set out on pages 12 to 15 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

23 April 2021

CONTENTS

Page No.

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD

1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. SHARE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

6. RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

APPENDIX I - DETAILS OF THE DIRECTORS TO BE RE-ELECTED . . . . . . 8 APPENDIX II - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . 12

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DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at The
	Boardroom, Basement 2, Wharney Hotel, No. 57-73, Lockhart
	Road, Wanchai, Hong Kong at 10 : 30 a.m. on Friday, 18 June
	2021, notice of which is set out on pages 12 to 15 of this circular
	or, where the context so admits, any adjournment thereof;
''AGM Notice''	the notice convening the AGM as set out on pages 12 to 15 of
	this circular;
''Articles of	the articles of association of the Company, as amended from
Association''	time to time;
''Board''	the board of directors of the Company;
''Company''	Guangdong Tannery Limited, a company incorporated in Hong
	Kong with limited liability, the shares of which are listed on the
	Main Board of the Stock Exchange;
''controlling	as defined in the Listing Rules;
shareholder''
''Director(s)''	the director(s) of the Company;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	The Hong Kong Special Administrative Region of the PRC;
''Latest Practicable	16 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	referred to in this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time;
''Ordinary	the proposed ordinary resolution(s) in the AGM Notice;
Resolution(s)''
''PRC''	the People's Republic of China;
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong;
''Share(s)''	ordinary share(s) in the share capital of the Company;

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DEFINITIONS

''Share Issue Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors at the AGM to issue Shares not exceeding 20% of
	the aggregate number of the Shares in issue of the Company as at
	the date of the passing of the relevant ordinary resolution to
	grant such mandate;
''Shareholder(s)''	registered holder(s) of the Shares;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''substantial	as defined in the Listing Rules; and
shareholder''
''%''	per cent.

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LETTER FROM THE BOARD

Board of Directors:	Registered Office:
Executive Directors	29th Floor
KUANG Hu (Chairman)	Guangdong Investment Tower
SUN Jun (Managing Director)	148 Connaught Road Central
	Hong Kong
Non-Executive Directors
DING Yatao
QIAO Jiankang
Independent Non-Executive Directors
YEUNG Man Lee
LEUNG Luen Cheong
YANG Ge
	23 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATE FOR THE ISSUE OF SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the AGM, and information on certain matters to be dealt at the AGM, inter alia:

1. the grant of the Share Issue Mandate to the Directors; and
2. the re-election of the retiring Directors.

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LETTER FROM THE BOARD

2. SHARE ISSUE MANDATE

At the last annual general meeting of the Company held on 19 June 2020, a general mandate was granted to the Directors to exercise the powers of the Company to issue, allot and deal with such number of Shares not exceeding 20% of the aggregate number of the Shares in issue of the Company as at that date. That general mandate will lapse at the conclusion of the AGM.

To provide continued flexibility to the Directors, an ordinary resolution will be proposed at the AGM for the granting of the Share Issue Mandate to the Directors, on terms as set out in Ordinary Resolution No. 4 in the AGM Notice, allowing them to exercise all the powers of the Company to issue, allot and deal in the Shares. Under the Share Issue Mandate, the number of Shares that the Company is authorised to allot or agree conditionally or unconditionally to allot (whether pursuant to an option or otherwise), subject to the exceptions as set out in paragraph (c) of Ordinary Resolution No. 4, will not exceed 20% of the aggregate number of the Shares in issue of the Company as at the date of passing such Ordinary Resolution.

As at the Latest Practicable Date, the number of Shares in issue was 538,019,000. Subject to the passing of the proposed resolution for approving the Share Issue Mandate and on the basis that no further Shares are issued by the Company prior to the date of the AGM, the Company would be allowed under the Share Issue Mandate to issue up to a limit of 107,603,800 Shares.

3. RE-ELECTION OF DIRECTORS

Pursuant to Articles 82 to 84 of the Articles of Association, Mr. Ding Yatao (''Mr. Ding'') will retire by rotation at the AGM and, being eligible, has offered himself for re-election at the AGM.

In accordance with Article 77 of the Articles of Association, Mr. Yeung Man Lee (''Mr. Yeung''), Mr. Leung Luen Cheong (''Mr. Leung'') and Mr. Yang Ge (''Mr. Yang'') (collectively referred to as the ''New INEDs'') who were appointed Independent Non-Executive Directors subsequent to the last annual general meeting of the Company held on 19 June 2020, will hold office until the AGM and, being eligible, have offered themselves for re-election at the AGM.

Set out below is the information relating to the re-election of Mr. Yeung, Mr. Leung and Mr. Yang as Independent Non-Executive Directors of the Company according to Rule

3.13 and code provisions A.4.3 and A.5.5 of Appendix 14 of the Listing Rules:

1. Confirmation of Independence

Pursuant to Rule 3.13 of the Listing Rules, each of the New INEDs has submitted to the Hong Kong Stock Exchange a written confirmation concerning his independence to the Company and has also given to the Company an annual confirmation of his independence. These written confirmations also covered the immediate family

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LETTER FROM THE BOARD

members of each of the New INEDs. Having regard to the confirmations as well as the actual contributions that each of the New INEDs has made, the Board concluded that each of the Independent Non-executive Directors to be independent.

(b) Process for Selecting Independent Non-Executive Directors

The Board is responsible for recommending Directors for re-election by Shareholders at the general meeting. It has delegated the relevant screening and evaluation process to the Nomination Committee of the Company, which identifies suitably qualified Director candidates and recommends them to the Board.

When evaluating Directors for nomination, the Nomination Committee of the Company mainly takes into account: (i) diversity, (ii) character and integrity, (iii) professional qualifications, skills and knowledge, (iv) experience relevant to the Company's business and corporate strategy, (v) commitment to enhancing shareholder value and (vi) fulfillment of independence requirements (for Independent Non-Executive Directors only). The Nomination Committee of the Company then makes recommendation to the Board which in turn makes recommendation to Shareholders in respect of the proposed re-election of Directors at the general meeting.

At a meeting of the Nomination Committee of the Company held on 26 March 2021 at which each of the New INEDs had abstained from voting when his own nomination was being considered, the Nomination Committee of the Company recommended the New INEDs to be re-elected to the Board. The Nomination Committee of the Company considers that all the New INEDs are highly regarded incumbent with a wealth of expertise and experience relevant to the Company.

The Board, having considered the recommendation of the Nomination Committee, is of the view that each of the New INEDs will continue to contribute to the Board with their understanding of the businesses of the Group, diversity of skills set and perspectives as well as devotion to the Group. The Board also believes that the invaluable knowledge and experience of the New INEDs in the businesses of the Group and their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole. Moreover, since only Independent Non-executive Directors can serve on certain Board Committees under the Listing Rules, their independence is a valuable asset to the Board and these committees.

1. Contribution to diversity of the Board

The Company considers diversity in a broad sense, including but not limited to gender, age, cultural and educational background, professional experience, skills, industry knowledge and length of service. It also takes into consideration its own business model and specific needs from time to time. As explained above, each of the New INEDs possesses a diverse blend of skills, background, experience and viewpoint that are crucial to drive the Company forward in the ever-evolving competitive landscape. They bring a broad perspective to the Board and provide constructive thoughts for the Company's overall strategic planning and business development.

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LETTER FROM THE BOARD

(d) Other listed company directorship

None of the New INEDs is holding their seventh or more listed company directorship.

1. Length of services

None of the New INEDs has served the Board of Company for more than nine years.

Information relating to each of Mr. Ding, Mr. Yeung, Mr. Leung and Mr. Yang as required to be disclosed under Rule 13.51(2) of the Listing Rules is set out in Appendix I to this circular.

4. THE AGM

The AGM Notice is set out in Appendix II to this circular. Shareholders are advised to read the AGM Notice and to complete and return the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and deposit the same with the Company's share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the AGM Notice will be decided by poll. The Chairman of the AGM will therefore put each of the resolutions to be proposed at the AGM to be voted by way of a poll pursuant to Article 57(a) of the Articles of Association. An announcement of the poll results will be made after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. RECOMMENDATIONS

The Directors believe that the resolutions, including but not limited to, the granting of the Share Issue Mandate and the re-election of Directors, as set out in the AGM Notice are in the best interests of the Company as well as the Shareholders. Accordingly, the Directors recommend that Shareholders vote in favour of the Ordinary Resolutions at the AGM.

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LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board

KUANG Hu

Chairman

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APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Set out below are the personal particulars of the Directors who offer themselves to be re-elected at the AGM:

Mr. Ding Yatao, aged 38, was appointed a Non-Executive Director of the Company on 24 March 2018. He graduated from Hubei Normal University, the People's Republic of China (the ''PRC'') and holds a Bachelor's degree in Economics. He was also a postgraduate in International Trade and holds a Master's degree in Economics from Jinan University, the PRC. He worked as a researcher of Canton Public Opinion Research Centre from 2006 to 2008. Between 2008 and 2016, he worked for a number of departments of the People's Government of Guangdong Province in various positions including deputy director of Research Department of Information Centre of the Economic and Trade Commission, director and senior economist of Research Department of Information Centre of the Economic and Information Commission, senior economist of 國際經貿發展中心 (International Economic and Trade Development Centre*) and deputy director of General Office of Department of Commerce. Mr. Ding joined 廣東粵海控股集團有限公司 (Guangdong Holdings Limited*) (''Guangdong Holdings''), the ultimate controlling shareholder of the Company and GDH Limited (''GDH''), the immediate controlling shareholder of the Company in 2017. He currently acts as general manager of the Strategic Development Department of Guangdong Holdings and GDH. He also acts as a director of certain subsidiaries of Guangdong Holdings and GDH.

Other than as stated above, Mr. Ding is not related to any Director, senior management or substantial shareholder or controlling shareholder of the Company, and does not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the Latest Practicable Date, Mr. Ding did not have any interests in the shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between the Company and Mr. Ding. Mr. Ding, if re-elected, will be appointed as a Non-Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier determination in accordance with the Articles of Association and/or any applicable laws and regulations. In accordance with the Articles of Association, Mr. Ding is entitled to such director's fee as may be approved by the Board. Remuneration (if any) for Mr. Ding will be determined by reference to his relevant qualifications, experience, responsibilities and duties in the Company and the prevailing market benchmarks. At present, Mr. Ding is not receiving any remuneration from the Company.

Save as disclosed above, in relation to the re-election of Mr. Ding as a Non-Executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

• The English names are translation of the Chinese names, and are included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

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APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Mr. Yeung Man Lee, aged 61, was appointed an Independent Non-Executive Director of the Company on 14 August 2020. He is also a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company. Mr. Yeung has extensive experience in the building materials industry. He is one of the drafters and a member of the editorial board of the industry standard of ''Epoxy Resin-coated Steel Bars'' industry standard (JG3042-1997). This type of steel bar is widely used in construction industry and infrastructure such as bridge sand railroads. Mr. Yeung is actively involved in community services in both China and Hong Kong. He is currently serving as a director of the China Overseas Friendship Association, a member of Friends of Hong Kong Association, the executive vice president of The Confucius Academy, Hong Kong, and vice chairperson of Elderly Volunteers Coordination Committee of the Hong Kong Red Cross.

Other than as stated above, Mr. Yeung is not related to any Director, senior management or substantial shareholder or controlling shareholder of the Company, and does not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the Latest Practicable Date, Mr. Yeung did not have any interests in the shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between Mr. Yeung and the Company in relation to his appointment as an Independent Non-Executive Director. Mr. Yeung, if re-elected, will be appointed as an Independent Non-Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier determination in accordance with the Articles of Association and/or any applicable laws and regulations.

Mr. Yeung is currently entitled to a director's fee of HK$150,000 per annum, which is determined with reference to his relevant qualifications, experience, responsibilities and duties in the Company and the prevailing market benchmarks.

Save as disclosed above, in relation to the re-election of Mr. Yeung as an Independent Non-Executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Mr. Leung Luen Cheong, aged 53, was appointed an Independent Non-Executive Director of the Company on 14 August 2020. He is also the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee of the Company. Mr. Leung graduated from the University of Leicester with first class-honours and holds a Master's degree in Economics from the University of Oxford. He is a Chartered Financial Analyst, a member of The Hong Kong Society of Financial Analysts and also holds the Diploma in Investment Analysis and Portfolio Management. Mr. Leung worked for various international financial institutions and has over 20 years working experience in fund performance, investment risk, global investment performance standards and client reporting.

Other than as stated above, Mr. Leung is not related to any Director, senior management or substantial shareholder or controlling shareholder of the Company, and does not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the Latest Practicable Date, Mr. Leung did not have any interests in the shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between Mr. Leung and the Company in relation to his appointment as an Independent Non-Executive Director. Mr. Leung, if re-elected, will be appointed as an Independent Non-Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier determination in accordance with the Articles of Association and/or any applicable laws and regulations.

Mr. Leung is currently entitled to a director's fee of HK$150,000 per annum, which is determined with reference to his relevant qualifications, experience, responsibilities and duties in the Company and the prevailing market benchmarks.

Save as disclosed above, in relation to the re-election of Mr. Leung as an Independent Non-Executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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APPENDIX I DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Mr. Yang Ge, aged 37, was appointed an Independent Non-Executive Director of the Company on 14 August 2020. He is also the chairman of the Audit Committee and a member of each of the Remuneration Committee and the Nomination Committee of the Company. Mr. Yang obtained the Bachelor's degree in Management from Lanzhou Jiaotong University. He is a Certified Public Accountant in the PRC and has over 15 years working experience in accounting firms. He is the Executive Director and Chief Accountant of the Guangdong branch of Zhonghua Certified Public Accountants LLP. Mr. Yang is currently the independent director of Grandblue Environment Co., Ltd. (stock code: 600323.SH), Guangdong Yizumi Precision Machinery Co., Ltd. (stock code: 300415.SZ) and PowerTECH Co., Ltd.

Other than as stated above, Mr. Yang is not related to any Director, senior management or substantial shareholder or controlling shareholder of the Company, and does not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the Latest Practicable Date, Mr. Yang did not have any interests in the shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between Mr. Yang and the Company in relation to his appointment as an Independent Non-Executive Director. Mr. Yang, if re-elected, will be appointed as an Independent Non-Executive Director with effect from the conclusion of the AGM for a term of not more than approximately three years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier determination in accordance with the Articles of Association and/or any applicable laws and regulations.

Mr. Yang is currently entitled to a director's fee of HK$150,000 per annum, which is determined with reference to his relevant qualifications, experience, responsibilities and duties in the Company and the prevailing market benchmarks.

Save as disclosed above, in relation to the re-election of Mr. Yang as an Independent Non-Executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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APPENDIX II	NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting of Guangdong Tannery Limited (the ''Company'') will be held at The Boardroom, Basement 2, Wharney Hotel, No. 57-73, Lockhart Road, Wanchai, Hong Kong on Friday, 18 June 2021 at 10 : 30 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements, the Directors' report and the independent auditor's report of the Company for the year ended 31 December 2020.
2. To re-elect the following retiring Directors by separate resolutions, and to authorise the Board of Directors to fix the remuneration of the Directors.
3. 1. Mr. Ding Yatao
   2. Mr. Yeung Man Lee
   3. Mr. Leung Luen Cheong
   4. Mr. Yang Ge
4. To re-appoint Messrs. Ernst & Young as the independent auditor of the Company and to authorise the Board of Directors to fix its remuneration.

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APPENDIX II	NOTICE OF ANNUAL GENERAL MEETING

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

''THAT:

1. subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue and deal with ordinary shares in the capital of the Company (the ''Shares'') and/or options, warrants and/or instruments carrying rights to subscribe for any Shares or securities convertible into Shares, and to make and/or grant offers, agreements, options or warrants 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 be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make and/or grant offers, agreements, options or warrants which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of the Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution),
4. 1. the exercise of the subscription or conversion rights attaching to any warrants, preference shares, convertible bonds or other securities issued by the Company which are convertible into Shares, (iii) the exercise of options granted by the Company under any share option scheme or similar arrangement for the time being adopted for the grant to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of rights to acquire Shares, or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company (the ''Articles of Association''), shall not exceed 20 per cent. of the aggregate number of the Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
5. for the purpose of this resolution:
6. 1. 
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   2. the conclusion of the next annual general meeting of the Company;

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APPENDIX II	NOTICE OF ANNUAL GENERAL MEETING

1. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of Hong Kong Special Administrative Region of the People's Republic of China (''Hong Kong'') to be held; and
2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

and,

''Rights Issue'' means an offer of Shares open for a period fixed by the Company (or by the Directors) to holders of Shares on the Register of Members (Shares) 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 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 authorised regulatory body or any stock exchange in, any territory outside Hong Kong).''

By Order of the Board

Chan Miu Ting

Company Secretary

Hong Kong, 23 April 2021

Registered office:

29th Floor

Guangdong Investment Tower

148 Connaught Road Central

Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and, on a poll, vote in his place and such proxy need not be a shareholder of the Company.
2. To be valid, the form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed (or a notarially certified copy of such power or authority) must be delivered to the Company's share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting or any adjourned meeting if he so wishes. If a shareholder who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.

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APPENDIX II	NOTICE OF ANNUAL GENERAL MEETING

1. In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person, or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the Company's register of shareholders in respect of the joint holding.
2. The register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021 (both days inclusive), during such period no transfer of shares of the Company will be registered. In order to determine the identity of the members who are entitled to attend and vote at the forthcoming annual general meeting of the Company to be held on Friday, 18 June 2021, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4 : 30 p.m. on Friday, 11 June 2021.
3. In relation to resolution no. 4, approval is being sought from members of the Company for a general mandate to authorise the issue of Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the general mandate so given.
4. In light of the coronavirus (COVID-19) pandemic, certain precautious measures will be implemented at the annual general meeting with a view to mitigating the risk to attendees of infection. These include, without limitation, (i) any persons who are subject to health quarantine prescribed by the HKSAR Government will not be admitted to the meeting venue; (ii) all attendees are required to undergo compulsory body temperature checks; (iii) all attendees have to wear surgical masks prior to admission to the meeting venue and throughout the meeting; (iv) attendees should keep an appropriate social distance from each other during the meeting; and (v) no coffee/tea or any other kind of refreshments will be served at the meeting. The Company reminds attendees that they should carefully consider the risks of attending the annual general meeting, taking into account their own personal circumstances. The Company will keep the evolving COVID-19 situation under review and may implement additional measures at the annual general meeting.

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