Road King Infrastructure : PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR, PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

April 13, 2021 at 03:11 pm IST

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 your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Road King Infrastructure Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank manager, the licensed securities dealer or registered institution in securities or other agent through whom the sale or the transfer was effected, for transmission to the purchaser or transferee.

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

ROAD KING INFRASTRUCTURE LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1098)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

PROPOSED AMENDMENTS TO THE BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Road King Infrastructure Limited to be held at Jade and Lotus Rooms, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 25 May 2021 at 10:00 a.m. is set out in Appendix IV to this circular. Whether or not you intend to attend such meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or to submit your form of proxy electronically via designated URL (https://emeeting.tricor.hk) as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or via online, or any adjourned meeting if you so wish.

PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING

To safeguard the health and safety of the Shareholders and to prevent the spreading of the Pandemic, the following precautionary measures will be implemented at the AGM:

body temperature check
health declaration
wearing surgical face mask
social distancing
access restriction for quarantine participants according to the Department of Health of Hong Kong
no refreshment

Any Shareholder who (i) refuses to co-operate with the precautionary measures; (ii) has a body temperature over

37.0 degrees Celsius; and/or (iii) has any flu-like symptoms will not be admitted to the venue. The Company reminds the Shareholders that physical attendance is not necessary for the purpose of exercising their rights and encourages the Shareholders to exercise their right to vote by appointing the Chairman of the AGM or to attend the AGM via the online option, instead of attending the AGM in person.

14 April 2021

		CONTENTS
			Pages
Definitions . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . 3
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . 7
Appendix II	-	Details of Retiring Directors Proposed for Re-election and	Director
		Candidate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . 11
Appendix III -	Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . .	. . . . . . 14
Appendix IV -	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . 42

- i -

DEFINITIONS

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

"AGM"	the hybrid annual general meeting of the Company to be convened
	and held at Jade and Lotus Rooms, 6th Floor, Marco Polo
	Hongkong Hotel, Harbour City, 3 Canton Road, Tsimshatsui,
	Kowloon, Hong Kong on Tuesday, 25 May 2021 at 10:00 a.m.
"Board"	the board of Directors
"Branch Share Registrar"	Tricor Secretaries Limited, branch share registrar of the Company
	in Hong Kong at Level 54, Hopewell Centre, 183 Queen's Road
	East, Hong Kong
"Bye-laws"	the bye-laws of the Company
"close associates"	the same definition as described under the Listing Rules
"Company"	Road King Infrastructure Limited, a company incorporated in
	Bermuda with limited liability, the Shares of which are listed on the
	main board of the Stock Exchange
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	9 April 2021, being the latest practicable date prior to the printing
	of this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"New Issue Mandate"	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to issue new Shares on the
	terms set out in the Notice
"Notice"	the notice convening the AGM
"PRC"	the People's Republic of China
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to repurchase Shares on the
	terms set out in the Notice

- 1 -

	DEFINITIONS
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
"Shareholder(s)"	the shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers
"Wai Kee"	Wai Kee Holdings Limited, a company incorporated in Bermuda
	with limited liability, the shares of which are listed on the main
	board of the Stock Exchange and is the controlling Shareholder of
	the Company
"%"	per cent

- 2 -

LETTER FROM THE BOARD

ROAD KING INFRASTRUCTURE LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1098)

Executive Directors:	Registered office:
Zen Wei Peu, Derek (Chairman)	Clarendon House
Ko Yuk Bing (Deputy Chairman, Managing Director and	2 Church Street
Chief Executive Officer)	Hamilton HM 11
Fong Shiu Leung, Keter (Deputy Chief Executive Officer	Bermuda
and Finance Director)
	Principal place of business:
Non-executive Directors:	Suite 501, 5th Floor
Mou Yong	Tower 6, The Gateway
Dong Fang	9 Canton Road
	Tsimshatsui
Independent Non-executive Directors:	Kowloon
Lau Sai Yung	Hong Kong
Tse Chee On, Raymond
Wong Wai Ho	14 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR

PROPOSED AMENDMENTS TO THE BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM, among other things, resolutions will be proposed:

to allot, issue and deal with additional Shares and to make or grant offers, agreements and options not exceeding 20% of the number of the Shares in issue as at the date of passing of such resolution;

- 3 -

LETTER FROM THE BOARD

to repurchase Shares not exceeding 10% of the number of the Shares in issue as at the date of passing of such resolution;
to add to the general mandate for issuing Shares set out in (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (b) above;
to re-elect retiring Directors;
to appoint a Non-executive Director; and
to amend the Bye-laws.

PROPOSED GENERAL MANDATE TO ISSUE NEW SHARES

At the AGM, it will be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to issue new Shares up to 20% of the number of issued Shares as at the date of passing of the ordinary resolution.

In addition, it is further proposed, by way of a separate ordinary resolution, that the New Issue Mandate be extended so that the Directors be given a general mandate to issue further Shares of a number equal to the number of the Shares repurchased by the Company under the Repurchase Mandate.

As at the Latest Practicable Date, there were 749,336,566 Shares in issue. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised under the New Issue Mandate to issue up to a maximum of 149,867,313 Shares.

PROPOSED GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, it will also be proposed, by way of an ordinary resolution, that the Directors be given a general and unconditional mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the Shares in issue as at the date of passing of the ordinary resolution.

An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED APPOINTMENT OF A

NON-EXECUTIVE DIRECTOR

Pursuant to Bye-law 87, at least one-third of the Directors for the time being shall retire from office by rotation at each annual general meeting, such Directors will be eligible for re-election. In this connection, Messrs. Mou Yong ("Mr. Mou"), Tse Chee On, Raymond and Wong Wai Ho will retire from office by rotation at the AGM. Except for Mr. Mou, who will not offer himself for re-election due to personal work arrangement, the other retiring Directors, being eligible, will offer themselves for re-election at the AGM.

- 4 -

LETTER FROM THE BOARD

In respect of the re-election of Messrs. Tse Chee On, Raymond ("Mr. Tse") and Wong Wai Ho ("Mr. Wong") as Independent Non-executive Directors of the Company, with reference to the Nomination Policy and the Board Diversity Policy of the Company, the Nomination Committee has evaluated their overall contributions and services to the Company and has considered selection criteria and the diversity of the Board, including but not limited to education background, professional experience, skills, reputation for integrity and independence. Having received written confirmation from Mr. Tse and Mr. Wong of their respective independence pursuant to Rule 3.13 of the Listing Rules, and taking into account that they have not been involved in the daily operations and management of the Group during their tenure, the Nomination Committee and the Board believe that Mr. Tse and Mr. Wong continue to be independent and also believe that Mr. Tse and Mr. Wong are able to fulfil their roles as required, and therefore recommend Mr. Tse and Mr. Wong to be re-elected as Independent Non-executive Directors of the Company at the AGM.

To fill the vacancy created by Mr. Mou's retirement, the Board proposes to appoint Ms. Cai Xun ("Ms. Cai") as a Non-executive Director of the Company. The Nomination Committee of the Company, having reviewed the Board's composition, has made recommendation to the Board on the proposed appointment of Ms. Cai. In accordance with the Nomination Policy and the Board Diversity Policy of the Company, the Nomination Committee has considered selection criteria and the diversity of the Board, including without limitation, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service with due regard for the benefits of diversity. An ordinary resolution will be proposed at the AGM to approve the appointment of Ms. Cai as a Non-executive Director of the Company which will take effect upon conclusion at the AGM.

Details of the Directors proposed to be re-elected at the AGM and Ms. Cai, the Director candidate, are set out in Appendix II to this circular.

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Board proposes that certain amendments (the "Proposed Amendments") be made to the Bye-laws. The purposes of the Proposed Amendments are as follows:

to provide flexibility to the Company in relation to the conduct of general meetings as hybrid meetings where Shareholders may participate by means of electronic facilities in addition to physical attendance;
to set out other related powers of the Board and the Chairman of the Board, including making arrangements for attendance at general meetings, ensuring the security and orderly conduct of meetings and arrangements concerning electronic communications and other ancillary housekeeping amendments; and
to lower the quorum requirement for meetings of the Board from four Directors to three Directors to facilitate the convening of Board meetings in a more efficient manner.

Details of the Proposed Amendments are set out in Appendix III to this circular.

- 5 -

LETTER FROM THE BOARD

AGM

Set out in Appendix IV to this circular is the Notice. A form of proxy for use by the Shareholders in respect of the AGM is also enclosed. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy and return it to the Branch Share Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or to submit your form of proxy electronically via designated URL (https://emeeting.tricor.hk) as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or via online, or any adjournment should you wish to do so.

In addition to the physical attendance at the AGM, you also have the option to attend the AGM online. For details, please refer to the Notice set out in Appendix IV to this circular.

VOTING BY POLL

Pursuant to Rule 13.39 of the Listing Rules and Bye-law 66, any votes of the Shareholders at a general meeting must be taken by poll. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39 of the Listing Rules.

RECOMMENDATION

The Directors are of the opinion that the proposed resolutions set out in the Notice are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement), Appendix II (Details of Retiring Directors Proposed for Re-election and Director Candidate), Appendix III (Proposed Amendments to the Bye-laws) and Appendix IV (Notice of Annual General Meeting) to this circular.

Yours faithfully,

For and on behalf of the Board

Zen Wei Peu, Derek

Chairman

- 6 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision as to whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, there were 749,336,566 Shares in issue. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the date of the AGM, the Company would be authorised to repurchase up to a maximum of 74,933,656 Shares.

REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from the Shareholders to enable the Directors to repurchase Shares on the Stock Exchange. Such repurchase 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.

FUNDING OF THE REPURCHASE

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. The amount of premium payable on the repurchase may only be paid out of either funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account before the Shares are repurchased.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts of the Company for the year ended 31 December 2020), in the event that the proposed Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, 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 or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

- 7 -

APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date:

		Per Share
	Highest	Lowest
	HK$	HK$
2020
April	12.020	11.100
May	12.020	10.060
June	11.220	10.120
July	12.240	10.400
August	10.880	10.180
September	10.400	9.150
October	9.860	9.200
November	10.480	9.200
December	10.400	9.600
2021
January	10.440	9.640
February	10.880	9.600
March	11.120	9.820
April (up to the Latest Practicable Date)	10.300	10.060

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any of the Shares to the Company.

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any of the Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the proposed resolution in accordance with the Listing Rules and the laws of Bermuda.

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert, 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.

The aggregate number of Shares held by Wai Kee and Shenzhen Investment Limited ("Shenzhen Investment") and their respective subsidiaries as at the Latest Practicable Date or immediately after full exercise of the Repurchase Mandate (assuming no change in the number of Shares then held) are as follows:

		Approximate percentage of
		shareholding
		As at the	If Repurchase
		Latest	Mandate is
	Number of	Practicable	exercised
Name	Shares held	Date	in full
Wai Kee and its subsidiaries (Note 1)	331,328,428	44.22%	49.13%
Shenzhen Investment and its subsidiary	202,334,142	27.00%	30.00%
(Note 2)

Notes:

Wai Kee is deemed to be interested in the Shares through its interests in (i) its wholly-owned subsidiaries, namely Wai Kee (Zens) Holding Limited, Groove Trading Limited, Wai Kee China Investments (BVI) Company Limited, Wai Kee China Investments Company Limited, ZWP Investments Limited and Top Horizon Holdings Limited; and (ii) its subsidiaries, namely Build King Holdings Limited, Top Tactic Holdings Limited, Amazing Reward Group Limited, Build King Management Limited and Build King Civil Engineering Limited, which beneficially held 3,000,000 Shares.
Shenzhen Investment is deemed to be interested in the Shares through its interests in Brightful Investment Holding Limited, its wholly-owned subsidiary.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

If the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate and assuming that there are no alteration to the existing shareholdings of Wai Kee and Shenzhen Investment and their respective subsidiaries, the shareholdings of Wai Kee and Shenzhen Investment and their respective subsidiaries in the Company will be increased to 49.13% and 30.00% respectively. This may give rise to an obligation under Rule 26 of the Takeovers Code (a) by Wai Kee as the holding of voting rights in the Company held by Wai Kee and its subsidiaries will have increased by more than 2%; and (b) by Shenzhen Investment as the holding of voting rights in the Company held by Shenzhen Investment and its subsidiary will have increased to 30% or more. However, the Directors do not have any intention to exercise the Repurchase Mandate to the extent that it would trigger a mandatory offer by Wai Kee and/or Shenzhen Investment under Rule 26 of the Takeovers Code.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of the Shares has been made by the Company during the six months preceding the Latest Practicable Date.

- 10 -

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND DIRECTOR CANDIDATE

RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM:

Mr. Tse Chee On, Raymond (former name, Tse Chi On) (aged 70)

Mr. Tse has been appointed as an Independent Non-executive Director of the Company since October

2012. He is the Chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company. From 1989 to 1997, he was the Managing Director of Wheelock and Company Limited (HK stock code: 20), the Chairman and Managing Director of Wheelock Properties Limited, a Director of New Asia Realty & Trust Company, Limited and Realty Development Corporation Limited. Mr. Tse holds a Bachelor degree in Business Administration from the University of Montreal, Canada. He has over 35 years of experience in property development and investment, architectural planning and design consulting, property business consulting, international brand licensing and commercial property business in Hong Kong and the PRC.

Mr. Tse did not hold any directorships in other listed public companies in the last three years and does not have any relationships with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Tse did not have, or was not deemed to have, any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).

Mr. Tse entered into a letter of appointment with the Company for a period commencing from 9 May 2019 to 8 May 2022 or the date of the annual general meeting of the Company to be held in 2022, whichever is earlier. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Mr. Tse is entitled to an emolument of HK$608,000 for acting as an Independent Non-executive Director, the Chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company for the period from 23 May 2020 to the date of the AGM. His emolument will be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company and the prevailing market situation.

Mr. Tse has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Tse that need to be brought to the attention of the Shareholders.

- 11 -

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND DIRECTOR CANDIDATE

Mr. Wong Wai Ho (aged 71)

Mr. Wong has been appointed as an Independent Non-executive Director of the Company since May

2014. He is a member of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company. He is an Independent Non-executive Director of Hang Chi Holdings Limited (HK stock code: 8405). He was a consultant of Jumbo Land Resources Limited. Moreover, Mr. Wong was appointed by Jardine Fleming responsible for the management of the world's first ever direct investment focusing on finding investment opportunities in the Greater China region and was appointed by Kleinwort Benson and Advent International Corporation as a director and a managing director respectively. Prior to that, he worked for the Hong Kong Trade Development Council responsible for the promotion of Hong Kong's external trade for 13 years. Mr. Wong has been involved in the public services; he was a member of the Board of Trustees of Chung Chi College, The Chinese University of Hong Kong and a member of The Chinese History and Culture Educational Foundation for Youth. In the Expo 2010 Shanghai, Mr. Wong was appointed as the deputy pavilion director of the World Trade Centers Association Pavilion. Mr. Wong holds a Bachelor degree in Business Administration (major in accounting) from The Chinese University of Hong Kong and a Master in Law degree from the People's University of China (also known as Renmin University of China). He has extensive experience in trade promotion, fund investment and investment consultancy.

Save as disclosed above, Mr. Wong did not hold any directorships in other listed public companies in the last three years. Mr. Wong does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Wong did not have, or was not deemed to have, any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).

Mr. Wong entered into a letter of appointment with the Company for a period commencing from 16 May 2018 to 15 May 2021. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws. Mr. Wong is entitled to an emolument of HK$585,000 for acting as an Independent Non-executive Director and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company for the period from 23 May 2020 to the date of the AGM. His emolument will be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and taking reference to his duties and responsibilities with the Company and the prevailing market situation.

Mr. Wong has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Wong that need to be brought to the attention of the Shareholders.

- 12 -

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION AND DIRECTOR CANDIDATE

DIRECTOR CANDIDATE

The following are the particulars of Ms. Cai Xun, the Director candidate proposed for appointment as a Non-executive Director of the Company at the AGM:

Ms. Cai Xun (aged 45)

Ms. Cai, aged 45, graduated from Central South University of Technology (now known as Central South University), PRC with a bachelor's degree in economics. Ms. Cai is an executive director of Shenzhen Investment Limited (HK stock code: 604) since August 2020. She is also a director of 深業集團有限公司 (Shum Yip Group Limited*) and Shum Yip Holdings Company Limited, being the ultimate holding company and immediate holding company of Shenzhen Investment Limited. Ms. Cai was the chief of the Cadre Division 1 of the Organization Department of Shenzhen Municipal Party Committee. Ms. Cai worked in the Organization Department of Shenzhen Municipal Party Committee during the period from 2002 to 2019 and served as the chief of the Research and Publicity Division and the chief of the Cadre Supervision Division etc. Ms. Cai has extensive experience in human resources management and administrative management.

Save as disclosed above, Ms. Cai (i) did not hold any directorship in other listed public companies in the last three years; (ii) does not hold any positions within the Group; and (iii) does not have any relationships with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Cai did not have, or was not deemed to have, any interests or short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO).

Subject to Shareholders' approval of her appointment as a Non-Executive Director of the Company, Ms. Cai will enter into a letter of appointment with the Company for a period from 25 May 2021 to 24 May 2024, or the date of the annual general meeting of the Company to be held in 2024, whichever is earlier. Ms. Cai will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Ms. Cai is to be entitled to an annual emolument of HK$352,000, which is in line with the current emolument of Mr. Mou, for acting as a Non-executive Director of the Company for the aforesaid period. Her emolument will be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company, taking reference to her duties and responsibilities with the Company and the prevailing market situation.

Ms. Cai has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Ms. Cai that need to be brought to the attention of the Shareholders.

* for identification purpose only

- 13 -

APPENDIX III

PROPOSED AMENDMENTS TO THE BYE-LAWS

Details of the proposed amendments to the Bye-laws are set out as follows:

No.	Before Amendment(s)	Proposed Amendment(s)

Interpretation	-	"electronic	communication"	a communication	sent,
(Newly added)				transmitted,	conveyed
				and	received by	wire,
				by	radio,	by	optical
				means	or	by	other
				electron magnetic
				means	in	any		form
				through any medium.
		"electronic	meeting"	a general meeting	held
				and	conducted	wholly
				and	exclusively	by
				virtual	attendance		and
				p a r t i c i p a t i o n b y
				M e m b e r s a n d / o r
				proxies	by	means	of
				electronic facilities.
Interpretation	-	"hybrid meeting"	a general meeting
(Newly added)				convened	for		the
				(i) physical	attendance
				by	Members	and/or
				p r o x i e s	a t		t h e
				Principal Meeting
				P l a c e a n d w h e r e
				applicable, one or
				m o r e M e e t i n g
				L o c a t i o n s a n d
				(ii)	virtual	attendance
				and	participation	by
				M e m b e r s a n d / o r
				proxies	by	means	of
				electronic facilities.

Interpretation	-	"Meeting Location"	has the meaning given
(Newly added)				to it in Bye-law 64A.

- 14 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	Interpretation	-	"physical meeting"	a general meeting	held
	(Newly added)			a n d c o n d u c t e d	b y
				physical attendance	and
				p a r t i c i p a t i o n	b y
				Members and/or proxies
				at the Principal Meeting
				Place and/or where
				applicable, one or	more
				Meeting Locations.
			"Principal Meeting Place" shall have the meaning
				given to it in Bye-law
				59(2).
	2(e)	expressions referring to writing shall, unless the	expressions referring to writing shall, unless the
		contrary intention appears, be construed as including	contrary intention appears, be construed as including
		printing, lithography, photography and other modes of	printing, lithography, photography and other modes of
		representing words or figures in a visible form,	representing words or figures in a visible form,
		including in the form of electronic display, provided	including in the form of electronic display, provided
		that both the mode of service of the relevant document	that both the mode of service of the relevant document
		or notice and the Members' election (where applicable)	or notice and the Members' election (where applicable)
		comply with all applicable Statutes, rules and	comply with all applicable Statutes, rules and
		regulations;	regulations;expressions referring to writing shall,
			unless the contrary intention appears, be construed as
			including printing, lithography, photography and other
			modes of representing or reproducing words or figures
			in a legible and non-transitory form or, to the extent
			permitted by and in accordance with the Statutes and
			other applicable laws, rules and regulations, any
			visible substitute for writing (including an electronic
			communication), or modes of representing or
			reproducing words partly in one visible form and
			partly in another visible form, and including where the
			representation takes the form of electronic display,
			provided that both the mode of service of the relevant
			document or notice and the Member's election comply
			with all applicable Statutes, rules and regulations;

- 15 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	2(j)	a special resolution shall be effective for any purpose	a special resolution shall be effective for any purpose
		for which an ordinary resolution is expressed to be	for which an ordinary resolution is expressed to be
		required under any provision of these Bye-laws or the	required under any provision of these Bye-laws or the
		Statutes.	Statutes.;
	2(k)	references to a document being executed include	references to a document being executed include
		references to it being executed under hand or under	references to it being executed under hand or under
		seal or by electronic signature or by any other legally	seal or by electronic signature or by electronic
		acceptable method and references to a notice or	communicationor by any other legally acceptable
		document include a notice or document recorded or	method and references to a notice or document include
		stored in any digital, electronic, electrical, magnetic or	a notice or document recorded or stored in any digital,
		other retrievable form or medium and information in	electronic, electrical, magnetic or other retrievable
		visible form whether having physical substance or not.	form or medium and information in visible form
			whether having physical substance or not.;
	2(l) to 2(o)	-	(l)	a reference to a meeting: (a) shall mean a
	(Newly added)			meeting convened and held in any manner
				permitted	by	these	Bye-laws	and any
				Member or Director attending and
				participating at a meeting by means of
				electronic facilities shall be deemed to be
				present at that meeting for all purposes of the
				Statutes and	these Bye-laws, and attend,
				participate, attending, participating,
				attendance and participation shall be
				construed accordingly;
			(m)	references to a person's participation in the
				business of a general meeting include
				without limitation and as relevant the right
				(including, in the case of a corporation,
				through a duly authorised representative) to
				speak or communicate, vote, be represented
				by a proxy and have access in hard copy or
				electronic form to all documents which are
				required by the Statutes or these Bye-laws to
				be made available at the meeting, and
				participate and participating in the business
				of a general meeting shall be construed
				accordingly;
			(n)	references to electronic facilities include,
				without	limitation,	website	addresses,
				webinars, webcast, video or any form of
				conference call systems (telephone, video,
				web or otherwise); and

- 16 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(o)	where a Member is a corporation, any
				reference in these Bye-laws to a Member
				shall, where the context requires, refer to a
				duly authorised representative of such
				Member.

	56	An annual general meeting of the Company shall be	An annual general meeting of the Company shall be
		held in each year other than the year in which its	held in each year other than the year in which its
		statutory meeting is convened at such time (within a	statutory meeting is convened at such time (within a
		period of not more than fifteen (15) months after the	period of not more than fifteen (15) months after the
		holding of the last preceding annual general meeting	holding of the last preceding annual general meeting
		unless a longer period would not infringe the rules of	unless a longer period would not infringe the rules of
		the Designated Stock Exchange, if any) and place as	the Designated Stock Exchange, if any) and placeas
		may be determined by the Board.	may be determined by the Board.
	57	Each general meeting, other than an annual general	Each general meeting, other than an annual general
		meeting, shall be called a special general meeting.	meeting, shall be called a special general meeting.
		General meetings may be held in any part of the world	General meetings may be held in any part of the world
		as may be determined by the Board.	as may be determined by the Board.Each general
			meeting, other than an annual general meeting, shall be
			called a special general meeting. All general meetings
			(including an annual general meeting, any adjourned
			meeting or postponed meeting) may be held as a
			physical meeting in any part of the world and at one or
			more locations as provided in Bye-law 64A, as a
			hybrid meeting or as an electronic meeting, as may be
			determined by the Board in its absolute discretion.

- 17 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	59(3)	The notice shall specify the time and place of the	The notice shall specify the time and place of the
		meeting and, in case of special business, the general	meeting and, in case of special business, the general
		nature of the business. The notice convening an annual	nature of the business. The notice convening an annual
		general meeting shall specify the meeting as such.	general meeting shall specify the meeting as such.
		Notice of every general meeting shall be given to all	Notice of every general meeting shall be given to all
		Members other than to such Members as, under the	Members other than to such Members as, under the
		provisions of these Bye-laws or the terms of issue of	provisions of these Bye laws or the terms of issue of
		the shares they hold, are not entitled to receive such	the shares they hold, are not entitled to receive such
		notices from the Company, to all persons entitled to a	notices from the Company, to all persons entitled to a
		share in consequence of the death or bankruptcy or	share in consequence of the death or bankruptcy or
		winding-up of a Member and to each of the Directors	winding up of a Member and to each of the Directors
		and the Auditors.	and the Auditors.The Notice shall specify (a) the time
			and date of the meeting, (b) save for an electronic
			meeting, the place of the meeting and if there is more
			than one meeting location as determined by the Board
			pursuant to Bye-law 64A, the principal place of the
			meeting (the "Principal Meeting Place"), (c) if the
			general meeting is to be a hybrid meeting or an
			electronic meeting, the notice shall include a statement
			to that effect and with details of the electronic
			facilities for attendance and participation by
			electronic means at the meeting or where such
			details will be made available by the Company prior
			to the meeting, and (d) particulars of resolutions to be
			considered at the meeting and, in case of special
			business, the general nature of the business. The
			Notice convening an annual general meeting shall
			specify the meeting as such. Notice of every general
			meeting shall be given to all Members other than to
			such Members as, under the provisions of these
			Bye-laws or the terms of issue of the shares they
			hold, are not entitled to receive such notices from the
			Company, to all persons entitled to a share in
			consequence of the death or bankruptcy or
			winding-up of a Member and to each of the
			Directors and the Auditors.

- 18 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	62	If within thirty (30) minutes (or such longer time not	If within thirty (30) minutes (or such longer time not
		exceeding one hour as the chairman of the meeting	exceeding one hour as the chairman of the meeting
		may determine to wait) after the time appointed for the	may determine to wait) after the time appointed for the
		meeting a quorum is not present, the meeting, if	meeting a quorum is not present, the meeting, if
		convened on the requisition of Members, shall be	convened on the requisition of Members, shall be
		dissolved. In any other case it shall stand adjourned to	dissolved. In any other case it shall stand adjourned to
		the same day in the next week at the same time and	the same day in the next week at the same time and
		place or to such time and place as the Board may	place or to such time and place as the Board may
		determine. If at such adjourned meeting a quorum is	determine. If at such adjourned meeting a quorum is
		not present within half an hour from the time	not present within half an hour from the time
		appointed for holding the meeting, the meeting shall	appointed for holding the meeting, the meeting shall
		be dissolved.	be dissolved.If within thirty (30) minutes (or such
			longer time not exceeding one hour as the chairman of
			the meeting may determine to wait) after the time
			appointed for the meeting a quorum is not present, the
			meeting, if convened on the requisition of Members,
			shall be dissolved. In any other case it shall stand
			adjourned to the same day in the next week at the
			same time and (where applicable) same place(s) or to
			such time and (where applicable) such place(s) and in
			such form and manner referred to in Bye-law 57 as the
			chairman of the meeting (or in default, the Board) may
			absolutely determine. If at such adjourned meeting a
			quorum is not present within half an hour from the
			time appointed for holding the meeting, the meeting
			shall be dissolved.

- 19 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	64	The chairman may, with the consent of any meeting at	The chairman may, with the consent of any meeting at
		which a quorum is present (and shall if so directed by	which a quorum is present (and shall if so directed by
		the meeting), adjourn the meeting from time to time	the meeting), adjourn the meeting from time to time
		and from place to place as the meeting shall determine,	and from place to place as the meeting shall determine,
		but no business shall be transacted at any adjourned	but no business shall be transacted at any adjourned
		meeting other than the business which might lawfully	meeting other than the business which might lawfully
		have been transacted at the meeting had the	have been transacted at the meeting had the
		adjournment not taken place. When a meeting is	adjournment not taken place. When a meeting is
		adjourned for fourteen (14) days or more, at least	adjourned for fourteen (14) days or more, at least
		seven (7) clear days' notice of the adjourned meeting	seven (7) clear days' notice of the adjourned meeting
		shall be given specifying the time and place of the	shall be given specifying the time and place of the
		adjourned meeting but it shall not be necessary to	adjourned meeting but it shall not be necessary to
		specify in such notice the nature of the business to be	specify in such notice the nature of the business to be
		transacted at the adjourned meeting and the general	transacted at the adjourned meeting and the general
		nature of the business to be transacted. Save as	nature of the business to be transacted. Save as
		aforesaid, it shall be unnecessary to give notice of an	aforesaid, it shall be unnecessary to give notice of an
		adjournment.	adjournment.Subject to Bye-law64C, the chairman
			may, with the consent of any meeting at which a
			quorum is present (and shall if so directed by the
			meeting), adjourn the meeting from time to time (or
			indefinitely) and/or from place to place(s) and/or from
			one form to another (a physical meeting, a hybrid
			meeting or an electronic meeting) as the chairman
			shall determine, but no business shall be transacted at
			any adjourned meeting other than the business which
			might lawfully have been transacted at the meeting had
			the adjournment not taken place. When a meeting is
			adjourned for fourteen (14) days or more, at least
			seven (7) clear days' Notice of the adjourned meeting
			shall be given specifying the details set out in Bye-law
			59(3) but it shall not be necessary to specify in such
			notice the nature of the business to be transacted at the
			adjourned meeting and the general nature of the
			business to be transacted. Save as aforesaid, it shall
			be unnecessary to give notice of an adjournment.

- 20 -

APPENDIX III

PROPOSED AMENDMENTS TO THE BYE-LAWS

No.

Before Amendment(s)

Proposed Amendment(s)

64A, 64B, 64C,

64A.

(1)

The

Board

may,

its

absolute

64D, 64E, 64F

discretion,

arrange

for

persons

and 64G

entitled

attend

general

(Newly added)

meeting to do so by simultaneous

attendance and

participation

means of electronic facilities at

such

location

locations

( " M e e t i n g L o c a t i o n ( s ) " )

determined by the Board at its

absolute

discretion. Any

Member

or any proxy attending and

participating in such way or any

Member

participating

electronic meeting or a hybrid

meeting by means of electronic

facilities is deemed to be

present

at and shall be counted in the

quorum of the meeting.

(2)

All general meetings are subject to

the following:

(a)

where

Member is

attending

Meeting

Location

and/or

the

c a s e o f a h y b r i d

meeting,

the

meeting

shall

treated

having

commenced if it

has

commenced

the

Principal Meeting Place;

- 21 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(b)	Members	present	in
				person or by proxy at a
				Meeting Location and/or
				Members	participating in
				an electronic meeting or a
				hybrid meeting by means
				of	electronic	facilities
				shall be counted in the
				quorum for	and entitled
				to vote at the meeting in
				q u e s t i o n , a n d t h a t
				meeting	shall	be duly
				c o n s t i t u t e d a n d i t s
				p r o c e e d i n g s v a l i d
				p r o v i d e d t h a t t h e
				chairman	of	the meeting
				is	satisfied that	adequate
				electronic	facilities	are
				available	throughout	the
				meeting to	ensure	that
				Members	at	all	Meeting
				Locations	and	Members
				p a r t i c i p a t i n g i n a n
				electronic	meeting or a
				hybrid meeting by means
				of electronic facilities are
				able to participate in the
				business	for which	the
				m e e t i n g h a s b e e n
				convened;

- 22 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(c)	where Members attend a
				meeting by being present
				at one of the Meeting
				Locations	and/or where
				Members	participating	in
				an electronic meeting or a
				hybrid meeting by means
				of electronic	facilities, a
				failure (for any reason) of
				the electronic facilities or
				c o m m u n i c a t i o n
				equipment, or any	other
				f a i l u r e	i n	t h e
				a r r a n g e m e n t s f o r
				enabling those in a
				Meeting		Location other
				t h a n t h e P r i n c i p a l
				M e e t i n g P l a c e t o
				p a r t i c i p a t e i n t h e
				business		for	which	the
				m e e t i n g h a s b e e n
				convened or in the case
				of an	electronic	meeting
				or a hybrid meeting, the
				inability of one or more
				Members	or	proxies	to
				access,	or	continue	to
				access,	the	electronic
				f a c i l i t i e s	d e s p i t e
				a d e q u a t e e l e c t r o n i c
				facilities	having	been
				made	available	by		the
				Company,	shall	not
				affect the validity of the
				meeting or the resolutions
				passed,	or any	business
				conducted	there	or	any
				action	taken	pursuant	to
				such	business	provided
				that there is a quorum
				present	throughout		the
				meeting.

- 23 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(d)	if any of the Meeting
				Locations is outside	the
				j u r i s d i c t i o n o f t h e
				Principal Meeting Place
				and/or in the case of a
				hybrid meeting,	unless
				otherwise	stated	in	the
				Notice, the	provisions	of
				t h e s e B y e - l a w s
				concerning	the	service
				and giving of Notice for
				the meeting, and the time
				for lodging	proxies, shall
				apply by reference to the
				Principal Meeting	Place;
				and in the case of an
				electronic	meeting,	the
				time for lodging	proxies
				shall be as stated in the
				Notice for the meeting.

64B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

- 24 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			64C.	If it appears to the chairman of the general
				meeting that:
				(a)	the electronic facilities at the
					Principal Meeting Place or at such
					other Meeting Location(s) at which
					the meeting may be attended have
					become inadequate for the purposes
					referred to in Bye-law 64A(1) or
					are otherwise not sufficient to
					allow the meeting to be conducted
					substantially in accordance with the
					provisions set out in the Notice of
					the meeting; or
				(b)	in the case of an electronic meeting
					or a hybrid meeting, electronic
					facilities being made available by
					the Company have become
					inadequate; or
				(c)	it is not possible to ascertain the
					view of those present or to give all
					persons entitled to do so a
					reasonable opportunity to
					communicate and/or vote at the
					meeting; or
				(d)	there is violence or the threat of
					violence, unruly behaviour or other
					disruption occurring at the meeting
					or it is not possible to secure the
					proper and orderly conduct of the
					meeting;

then, without prejudice to any other power which the chairman of the meeting may have under these Bye-laws or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

- 25 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			64D.	The Board and, at any general meeting, the
				chairman of the meeting may make any
				arrangement and impose any requirement or
				restriction as the Board or the chairman of
				the meeting, as the case may be, considers
				appropriate to ensure the security and orderly
				conduct of a meeting (including, without
				limitation, requirements for evidence of
				identity to be produced by those attending
				the meeting, the searching of their personal
				property and the restriction of items that may
				be taken into the meeting place, determining
				the number and frequency of and the time
				allowed for questions that may be raised at a
				meeting). Members shall also comply with
				all requirements or restrictions imposed by
				the owner of the premises at which the
				meeting is held. Any decision made under
				this Bye-law shall be final and conclusive
				and a person who refuses to comply with any
				such arrangements, requirements or
				restrictions may be refused entry to the
				meeting or ejected (physically or
				electronically) from the meeting.

- 26 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			64E.	If, after the sending of Notice of a	general
				meeting but before the meeting is held, or
				after the adjournment of a meeting but before
				the adjourned meeting is held (whether or
				not Notice of the adjourned meeting is
				required), the Directors, in their absolute
				discretion, consider that it is inappropriate,
				impracticable,	unreasonable or undesirable
				for any reason to hold the general meeting on
				the date or at the time or place or by means
				of electronic facilities specified in the Notice
				calling the meeting, they may change or
				postpone the meeting to another date, time
				and/or place and/or change the electronic
				facilities and/or change the form of the
				meeting (a physical meeting, an electronic
				meeting or a hybrid meeting) without
				approval from the Members. Without
				prejudice to the generality of the foregoing,
				the Directors shall have the power to provide
				in every Notice calling a general meeting the
				circumstances in which a postponement of
				the relevant general meeting may occur
				automatically	without further	notice,
				including without limitation where a
				number 8 or higher typhoon signal, black
				rainstorm warning or other similar event is in
				force at any time on the day of the meeting.
				This Bye-law shall be subject to the
				following:

(a) when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company's website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of such meeting);

(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;

- 27 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(c)	when a meeting is postponed or
				changed in accordance with this
				Bye-law, subject to and without
				prejudice to Bye-law 64, unless
				already specified in the original
				Notice of the meeting, the Board
				shall fix the date, time, place (if
				applicable) and electronic	facilities
				(if applicable) for the postponed or
				changed meeting and shall notify
				the Members of such details in
				such manner as the Board may
				determine; further all proxy forms
				shall be valid (unless revoked or
				replaced by a new proxy) if they
				are received as required by these
				Bye-laws not less than forty-eight
				(48) hours before the time of the
				postponed or changed meeting; and
			(d)	notice of the business to be
				transacted at the postponed or
				changed meeting shall	not be
				r e q u i r e d , n o r s h a l l a n y
				accompanying documents be
				required to be recirculated,
				provided that the business to be
				transacted at the postponed or
				changed meeting is the same as
				that set out in the original Notice of
				general meeting circulated to the
				Members.

64F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Bye-law 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

- 28 -

APPENDIX III		PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
				64G.	Without prejudice to other provisions in
					Bye-law 64, a physical meeting may also
					be held by means of such telephone,
					electronic or other communication facilities
					as permit all persons participating in the
					meeting to communicate with each other
					simultaneously and instantaneously, and
					participation in such a meeting shall
					constitute presence in person at such
					meeting.
	75	(1)	A Member who is a patient for any purpose	(1)	A Member who is a patient for any purpose
			relating to mental health or in respect of		relating to mental health or in respect of
			whom an order has been made by any court		whom an order has been made by any court
			having jurisdiction for the protection or		having jurisdiction for the protection or
			management of the affairs of persons		management of the affairs of persons
			incapable of managing their own affairs		incapable of managing their own affairs
			may vote by his receiver, committee,		may vote by his receiver, committee,
			curator bonis or other person in the nature		curator bonis or other person in the nature
			of a receiver, committee or curator bonis		of a receiver, committee or curator bonis
			appointed by such court, and such receiver,		appointed by such court, and such receiver,
			committee, curator bonis or other person may		committee, curator bonis or other person may
			vote on a poll by proxy, and may otherwise		vote on a poll by proxy, and may otherwise
			act and be treated as if he were the registered		act and be treated as if he were the registered
			holder of such shares for the purposes of		holder of such shares for the purposes of
			general meetings, provided that such		general meetings, provided that such
			evidence as the Board may require of the		evidence as the Board may require of the
			authority of the person claiming to vote shall		authority of the person claiming to vote shall
			have been deposited at the Office, head		have been deposited at the Office, head
			office or Registration Office, as appropriate,		office or Registration Office, as appropriate,
			not less than forty-eight (48) hours before the		not less than forty-eight (48) hours before the
			time appointed for holding the meeting, or		time appointed for holding the meeting, or
			adjourned meeting or poll, as the case may		adjourned meeting or postponed meetingor
			be.		poll, as the case may be.
		(2)	Any person entitled under Bye-law 53 to be	(2)	Any person entitled under Bye-law 53 to be
			registered as the holder of any shares may		registered as the holder of any shares may
			vote at any general meeting in respect		vote at any general meeting in respect
			thereof in the same manner as if he were		thereof in the same manner as if he were
			the registered holder of such shares, provided		the registered holder of such shares, provided
			that forty-eight (48) hours at least before the		that forty-eight (48) hours at least before the
			time of the holding of the meeting or		time of the holding of the meeting or
			adjourned meeting, as the case may be, at		adjourned meeting or postponed meeting, as
			which he proposes to vote, he shall satisfy		the case may be, at which he proposes to
			the Board of his entitlement to such shares,		vote, he shall satisfy the Board of his
			or the Board shall have previously admitted		entitlement to such shares, or the Board
			his right to vote at such meeting in respect		shall have previously admitted his right to
			thereof.		vote at such meeting in respect thereof.

- 29 -

- 30 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(1)	The Company may, at its absolute discretion,
				provide an electronic address for the receipt
				of any document or information relating to
				proxies for a general meeting (including any
				instrument of proxy or invitation to appoint a
				proxy, any document necessary to show the
				validity of, or otherwise relating to, an
				appointment of proxy (whether or not
				required under these Bye-laws) and notice
				of termination of the authority of a proxy). If
				such an electronic address is provided, the
				Company shall be deemed to have agreed
				that any such document or information
				(relating to proxies as aforesaid) may be
				sent by electronic means to that address,
				subject as hereafter provided and subject to
				any other limitations or conditions specified
				by the Company when providing the address.
				Without limitation, the Company may from
				time to time determine that any such
				electronic address may be used generally
				for such matters or specifically for particular
				meetings or purposes and, if so, the
				Company may provide different electronic
				addresses for different purposes. The
				Company may also impose any conditions
				on the transmission of and its receipt of such
				electronic communications including, for the
				avoidance of doubt, imposing any security or
				encryption arrangements as may be specified
				by the Company. If any document or
				information required to be sent to the
				Company under this Bye-law is sent to the
				Company by electronic means, such
				document or information is not treated as
				validly delivered to or deposited with the
				Company if the same is not received by the
				Company at its designated electronic address
				provided in accordance with this Bye-law or
				if no electronic address is so designated by
				the Company for the receipt of such
				document or information.

- 31 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(2)	The instrument appointing a proxy and (if
				required by the Board) the power of attorney
				or other authority (if any) under which it is
				signed, or a certified copy of such power or
				authority, shall be delivered to such place or
				one of such places (if any) as may be
				specified for that purpose in or by way of
				note to or in any document accompanying
				the notice convening the meeting (or, if no
				place is so specified at the Registration
				Office or the Office, as may be
				appropriate), or if the Company has
				provided an electronic address in
				accordance with the preceding paragraph,
				shall be received at the electronic address
				specified, not less than forty-eight (48) hours
				before the time appointed for holding the
				meeting or adjourned meeting or postponed
				meeting at which the person named in the
				instrument proposes to vote. No instrument
				appointing a proxy shall be valid after the
				expiration of twelve (12) months from the
				date named in it as the date of its execution,
				except at an adjourned meeting or postponed
				meeting in cases where the meeting was
				originally held within twelve (12) months
				from such date. Delivery of an instrument
				appointing a proxy shall not preclude a
				Member from attending and voting at the
				meeting convened and in such event, the
				instrument appointing a proxy shall be
				deemed to be revoked.

- 32 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	81	Instruments of proxy shall be in any common form or	Instruments of proxy shall be in any common form or
		in such other form as the Board may approve	in such other form as the Board may approve
		(provided that this shall not preclude the use of the	(provided that this shall not preclude the use of the
		two-way form) and the Board may, if it thinks fit, send	two way form) and the Board may, if it thinks fit, send
		out with the notice of any meeting forms of instrument	out with the notice of any meeting forms of instrument
		of proxy for use at the meeting. The instrument of	of proxy for use at the meeting. The instrument of
		proxy shall be deemed to confer authority to vote on	proxy shall be deemed to confer authority to vote on
		any amendment of a resolution put to the meeting for	any amendment of a resolution put to the meeting for
		which it is given as the proxy thinks fit. The	which it is given as the proxy thinks fit. The
		instrument of proxy shall, unless the contrary is	instrument of proxy shall, unless the contrary is
		stated therein, be valid as well for any adjournment	stated therein, be valid as well for any adjournment
		of the meeting as for the meeting to which it relates.	of the meeting as for the meeting to which it relates.
			Instruments of proxy shall be in any common form or
			in such other form as the Board may approve
			(provided that this shall not preclude the use of the
			two-way form) and the Board may, if it thinks fit, send
			out with the notice of any meeting forms of instrument
			of proxy for use at the meeting. The instrument of
			proxy shall be deemed to confer authority to vote on
			any amendment of a resolution put to the meeting for
			which it is given as the proxy thinks fit. The
			instrument of proxy shall, unless the contrary is
			stated therein, be valid as well for any adjournment
			or postponement of the meeting as for the meeting to
			which it relates. The Board may decide, either
			generally or in any particular case, to treat a proxy
			appointment as valid notwithstanding that the
			appointment or any of the information required under
			these Bye-laws has not been received in accordance
			with the requirements of these Bye-laws. Subject to
			aforesaid, if the proxy appointment and any of the
			information required under these Bye-laws is not
			received in the manner set out in these Bye-laws, the
			appointee shall not be entitled to vote in respect of the
			shares in question.

- 33 -

APPENDIX III		PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	82	A vote given in accordance with the terms of an	A vote given in accordance with the terms of an
		instrument of proxy shall be valid notwithstanding the	instrument of proxy shall be valid notwithstanding the
		previous death or insanity of the principal, or	previous death or insanity of the principal, or
		revocation of the instrument of proxy or of the	revocation of the instrument of proxy or of the
		authority under which it was executed, provided that	authority under which it was executed, provided that
		no intimation in writing of such death, insanity or	no intimation in writing of such death, insanity or
		revocation shall have been received by the Company at	revocation shall have been received by the Company at
		the Office or the Registration Office (or such other	the Office or the Registration Office (or such other
		place as may be specified for the delivery of	place as may be specified for the delivery of
		instruments of proxy in the notice convening the	instruments of proxy in the notice convening the
		meeting or other document sent therewith) two (2)	meeting or other document sent therewith) two (2)
		hours at least before the commencement of the meeting	hours at least before the commencement of the meeting
		or adjourned meeting, or the taking of the poll, at	or adjourned meeting or postponed meeting, or the
		which the instrument of proxy is used.	taking of the poll, at which the instrument of proxy is
				used.
	116	(1)	The quorum necessary for the transaction of	(1)	The quorum necessary for the transaction of
			the business of the Board may be fixed by		the business of the Board may be fixed by
			the Board and, unless so fixed at any other		the Board and, unless so fixed at any other
			number, shall be two (2) or, in the event that		number, shall be two (2) or, in the event that
			shares of the Company are listed on the		shares of the Company are listed on the
			Designed Stock Exchange, shall be four (4).		Designed Stock Exchange, shall be four (4)
			An alternate Director shall be counted in a		three (3). An alternate Director shall be
			quorum in the case of the absence of a		counted in a quorum in the case of the
			Director for whom he is the alternate		absence of a Director for whom he is the
			provided that he shall not be counted more		alternate provided that he shall not be
			than once for the purpose of determining		counted more than once for the purpose of
			whether or not a quorum is present.		determining whether or not a quorum is
					present.

- 34 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	160	Any Notice or document (including any "corporate	Any Notice or document (including any "corporate
		communication" within the meaning ascribed thereto	communication" within the meaning ascribed thereto
		under the rules of the Designated Stock Exchange),	under the rules of the Designated Stock Exchange),
		whether or not, to be given or issued under these	whether or not, to be given or issued under these
		Bye-laws from the Company to a Member shall be in	Bye-laws from the Company to a Member shall be in
		writing or by cable, telex or facsimile transmission	writing or by cable, telex or facsimile transmission
		message or other form of electronic transmission or	message or other form of electronic transmission or
		communication and any such Notice and document	communication and any such Notice and document
		may be served or delivered by the Company on or to	may be served or delivered by the Company on or to
		any Member either personally or by sending it through	any Member either personally or by sending it through
		the post in a prepaid envelope addressed to such	the post in a prepaid envelope addressed to such
		Member at his registered address as appearing in the	Member at his registered address as appearing in the
		Register or at any other address supplied by him to the	Register or at any other address supplied by him to the
		Company for the purpose or, as the case may be, by	Company for the purpose or, as the case may be, by
		transmitting it to any such address or transmitting it to	transmitting it to any such address or transmitting it to
		any telex or facsimile transmission number or	any telex or facsimile transmission number or
		electronic number or address or website supplied by	electronic number or address or website supplied by
		him to the Company for the giving of Notice to him or	him to the Company for the giving of Notice to him or
		which the person transmitting the notice reasonably	which the person transmitting the notice reasonably
		and bona fide believes at the relevant time will result	and bona fide believes at the relevant time will result
		in the Notice being duly received by the Member or	in the Notice being duly received by the Member or
		may also be served by advertisement in appropriate	may also be served by advertisement in appropriate
		newspapers in accordance with the requirements of the	newspapers in accordance with the requirements of the
		Designated Stock Exchange or, to the extent permitted	Designated Stock Exchange or, to the extent permitted
		by the applicable laws, by placing it on the Company's	by the applicable laws, by placing it on the Company's
		website and giving to the member a notice stating that	website and giving to the member a notice stating that
		the notice or other document is available there (a	the notice or other document is available there (a
		"notice of availability"). The notice of availability may	"notice of availability"). The notice of availability may
		be given to the Member by any of the means set out	be given to the Member by any of the means set out
		above provided that such means is permitted by the	above provided that such means is permitted by the
		rules of the Designated Stock Exchange. In the case of	rules of the Designated Stock Exchange. In the case of
		joint holders of a share all notices shall be given to	joint holders of a share all notices shall be given to
		that one of the joint holders whose name stands first in	that one of the joint holders whose name stands first in
		the Register and notice so given shall be deemed a	the Register and notice so given shall be deemed a
		sufficient service on or delivery to all the joint holders.	sufficient service on or delivery to all the joint holders.
			(1)	Any Notice or document (including any
				"corporate	communication"	within	the
				meaning ascribed thereto under the rules of
				the Designated Stock Exchange), whether or
				not, to be	given or issued	under	these
				Bye-laws from the Company shall be in
				writing or by cable, telex or facsimile
				transmission message or other form of
				electronic	transmission or	electronic
				communication and any such Notice and
				document may be given or issued by the
				following means:

- 35 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(a)	by serving it personally on the
				relevant person;
			(b)	by sending it through the post in a
				prepaid envelope addressed to such
				Member at his registered address as
				appearing in the Register or at any
				other address supplied by him to
				the Company for the purpose;
			(c)	by delivering or leaving it at such
				address as aforesaid;
			(d)	by placing an advertisement in
				appointed	newspapers	or other
				publication	and where	applicable,
				(as defined in the Act) or in
				newspapers	published	daily	and
				circulating	generally	in	the
				territory of and in accordance with
				the requirements of the Designated
				Stock Exchange;
			(e)	by sending or transmitting it as an
				electronic	communication	to	the
				relevant person at such electronic
				address as he may provide under
				Bye-law 160(5), subject to the
				Company	complying	with	the
				Statues and any other applicable
				laws, rules and regulations from
				time to time in force with regard to
				any requirements for the obtaining
				of consent (or deemed consent)
				from such person;

- 36 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(f)	by publishing it on the Company's
				website or the website to which the
				relevant person may have access,
				subject to the Company complying
				with the Statutes and any other
				applicable	laws,	rules	and
				regulations from time to time in
				force with regard to any
				requirements for the obtaining of
				consent (or deemed consent) from
				such person and/or for giving
				notification to any such person
				that the notice, document or
				publication is available on the
				Company's	computer network
				website (a "notice of availability").
			(g)	by sending or otherwise making it
				available to such person through
				such other means to the extent
				permitted by and in accordance
				with the Statutes and other
				applicable	laws,	rules	and
				regulations.

(2) The notice of availability may be given by any of the means set out above other than by posting it on a website.

(3) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

(4) Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.

- 37 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(5)	Every Member or a person who is entitled to
				receive notice form the Company under the
				provisions of the Statutes or these Bye-laws
				may register with the Company an electronic
				address to which notices can be served upon
				him.
			(6)	Subject to any applicable laws, rules and
				regulations and the terms of these Bye-laws,
				any notice, document or publication,
				including but not limited to the documents
				referred to in Bye-laws 153, 153A and 160
				may be given to a Member either in the
				English language or the Chinese language.

- 38 -

APPENDIX III		PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
	161	Any Notice or other document:	Any Notice or other document:
		(a)	if served or delivered by post, shall where	(a)	if served or delivered by post, shall where
			appropriate be sent by airmail and shall be		appropriate be sent by airmail and shall be
			deemed to have been served or delivered on		deemed to have been served or delivered on
			the day following that on which the envelope		the day following that on which the envelope
			containing the same, properly prepaid and		containing the same, properly prepaid and
			addressed, is put into the post; in proving		addressed, is put into the post; in proving
			such service or delivery it shall be sufficient		such service or delivery it shall be sufficient
			to prove that the envelope or wrapper		to prove that the envelope or wrapper
			containing the notice or document was		containing the notice or document was
			properly addressed and put into the post		properly addressed and put into the post
			and a certificate in writing signed by the		and a certificate in writing signed by the
			Secretary or other officer of the Company or		Secretary or other officer of the Company or
			other person appointed by the Board that the		other person appointed by the Board that the
			envelope or wrapper containing the notice or		envelope or wrapper containing the notice or
			other document was so addressed and put		other document was so addressed and put
			into the post shall be conclusive evidence		into the post shall be conclusive evidence
			thereof;		thereof;
		(b)	if sent by electronic communication, shall be	(b)	if sent by electronic communication, shall be
			deemed to be given on the day on which it is		deemed to be given on the day on which it is
			transmitted from the server of the Company		transmitted from the server of the Company
			or its agent. A notice placed on the		or its agent. A notice placed on the
			Company's website is deemed given by the		Company's website is deemed given by the
			Company to a Member on the day following		Company to a Member on the day following
			that on which a notice of availability is		that on which a notice of availability is
			deemed served on the Member;		deemed served on the Member;
		(c)	if served or delivered in any other manner	(c)	if served or delivered in any other manner
			contemplated by these Bye-laws, shall be		contemplated by these Bye laws, shall be
			deemed to have been served or delivered at		deemed to have been served or delivered at
			the time of personal service or delivery or, as		the time of personal service or delivery or, as
			the case may be, at the time of the relevant		the case may be, at the time of the relevant
			despatch or transmission; and in proving		despatch or transmission; and in proving
			such service or delivery a certificate in		such service or delivery a certificate in
			writing signed by the Secretary or other		writing signed by the Secretary or other
			officer of the Company or other person		officer of the Company or other person
			appointed by the Board as to the act and		appointed by the Board as to the act and
			time of such service, delivery, despatch or		time of such service, delivery, despatch or
			transmission shall be conclusive evidence		transmission shall be conclusive evidence
			thereof; and		thereof; and
		(d)	may be given to a Member either in the	(d)	may be given to a Member either in the
			English language or the Chinese language,		English language or the Chinese language,
			subject to due compliance with all applicable		subject to due compliance with all applicable
			Statutes, rules and regulations.		Statutes, rules and regulations.

- 39 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			Any Notice or other document:
			(a)	if served or delivered by post, shall where
				appropriate be sent by airmail and shall be
				deemed to have been served or delivered on
				the day following that on which the envelope
				containing the same, properly prepaid and
				addressed, is put into the post; in proving
				such service or delivery it shall be sufficient
				to prove that the envelope or wrapper
				containing the notice or document was
				properly addressed and put into the post
				and a certificate in writing signed by the
				Secretary or other officer of the Company or
				other person appointed by the Board that the
				envelope or wrapper containing the Notice or
				other document was so addressed and put
				into the post shall be conclusive evidence
				thereof;
			(b)	if sent by electronic communication, shall be
				deemed to be given on the day on which it is
				transmitted from the server of the Company
				or its agent. A Notice placed on the
				Company's website or the website of the
				Designated Stock Exchange is deemed given
				by the Company to a Member on the day
				following that on which a notice of
				availability is deemed served on the Member;
			(c)	if published on the Company's website, shall
				be deemed to have been served on the day on
				which the notice, document or publication
				first so appears on the Company's website to
				which the relevant person may have access
				or the day on which the notice of availability
				is deemed to have been served or delivered
				to such person under these Bye-laws,
				whichever is later;

- 40 -

APPENDIX III	PROPOSED AMENDMENTS TO THE BYE-LAWS

	No.	Before Amendment(s)	Proposed Amendment(s)
			(d)	if served or delivered in any other manner
				contemplated by these Bye-laws, shall be
				deemed to have been served or delivered at
				the time of personal service or delivery or, as
				the case may be, at the time of the relevant
				despatch, transmission or publication; and in
				proving such service or delivery a certificate
				in writing signed by the Secretary or other
				officer of the Company or other person
				appointed by the Board as to the fact and
				time of such service, delivery, despatch,
				transmission or publication shall be
				conclusive evidence thereof; and
			(e)	if published as an advertisement in a
				newspaper or other publication permitted
				under these Bye-laws, shall be deemed to
				have been served on the day on which the
				advertisement first so appears.

The Board would like to remind the Shareholders that the English version of the Proposed Amendments shall always prevail in case of any discrepancy or inconsistency between English version and its Chinese translation.

- 41 -

APPENDIX IV	NOTICE OF ANNUAL GENERAL MEETING

ROAD KING INFRASTRUCTURE LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1098)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Road King Infrastructure Limited (the "Company") will be held at Jade and Lotus Rooms, 6th Floor, Marco Polo Hongkong Hotel, Harbour City, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 25 May 2021 at 10:00 a.m. to transact the following businesses:

AS ORDINARY BUSINESS

To receive and consider the audited financial statements and the reports of the Directors and the Independent Auditor for the year ended 31 December 2020.
To declare a final dividend for the year ended 31 December 2020.
To re-elect, each as a separate resolution, the following persons as Directors:
1. Mr. Tse Chee On, Raymond; and
2. Mr. Wong Wai Ho,

and to authorise the Board of Directors to fix their remuneration.

To appoint Ms. Cai Xun as a Non-executive Director of the Company and to authorise the Board of Directors to fix her remuneration.
To re-appoint Auditor and to authorise the Board of Directors to fix their remuneration.

- 42 -

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

6. To consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

"THAT:
1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including bonds, warrants and debentures convertible into shares of the Company, which might require the exercise of such powers after the end of the Relevant Period;
3. the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to or in consequence of (i) a Rights Issue (as hereinafter defined); or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries of options or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend pursuant to the Bye-laws of the Company from time to time, shall not exceed 20% of the number of issued shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
4. for the purposes of this Resolution:
  "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
5. 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 Bye-laws of the Company or any applicable laws to be held; or
  3. the revocation or variation of the Resolution by an ordinary resolution in general meeting of the Company.

- 43 -

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China)."

"THAT:
1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in Ordinary Resolution No. 6(A) set out in the notice of this Meeting) of all the powers of the Company to repurchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time, be and is hereby generally and unconditionally approved; and
2. the number of the shares to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of issued shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly."
"THAT conditional upon Ordinary Resolution Nos. 6(A) and 6(B) set out in the notice convening this Meeting being passed, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Ordinary Resolution No. 6(A) above be and is hereby extended by the addition thereto of an amount representing the number of the shares of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 6(B) above provided that such amount shall not exceed 10% of the number of issued shares of the Company as at the date of passing of this Resolution."

SPECIAL RESOLUTION

7. "THAT the amendments to the bye-laws of the Company ("Bye-laws") set out in Appendix III to the circular of the Company dated 14 April, 2021 of which this notice forms part be and are hereby approved and the amended and restated Bye-laws (a copy of which having been produced before the meeting and signed by the chairman of the meeting for the purpose of identification) be and is hereby adopted as the bye-laws of the Company."

By Order of the Board

Fong Shiu Leung, Keter

Company Secretary

Hong Kong, 14 April 2021

- 44 -

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

Notes:

The register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021, both dates inclusive, during which period no transfer of shares of the Company will be registered for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the annual general meeting. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited (the "Branch Share Registrar"), at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Tuesday, 18 May 2021 for registration.
For the purpose of determining the eligibility of the shareholders of the Company to receive the proposed final dividend, the register of members of the Company will also be closed from Tuesday, 1 June 2021 to Wednesday, 2 June 2021, both dates inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Branch Share Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Monday, 31 May 2021 for registration.
Any member of the Company entitled to attend and vote at the annual general meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her behalf at the annual general meeting of the Company or at a class meeting.
The form of proxy must be signed by a member of the Company or the attorney duly authorised in writing or, in the case of a corporation, must be either under its seal and under the hand of an officer or attorney or other person duly authorised to sign the same. In case of joint holders, the signature of any one of them is sufficient.
To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney or authority, must be delivered to the office of the Branch Share Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting of the Company or any adjournment thereof. In case of appointment of proxies submitted in electronic form, the proxy appointments must be received by not less than 48 hours before the time appointed for the holding of the meeting (or at any adjournment thereof). You may submit your form of proxy electronically by scanning the QR code or visiting the designated URL (https://emeeting.tricor.hk). Please use the username and password provided on the notification letter sent to you by the Company. If your shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited and would like to appoint proxy to attend and vote at the meeting on your behalf, you should consult directly with your banks or brokers or custodians (as the case may be) for necessary arrangement. For submitting appointment of proxies in electronic form, shareholders can refer to letter and the Electronic Proxy User Guide (by visiting the designated website or scanning the QR code as printed therein) for details.
Delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the annual general meeting of the Company or via online, or at any adjournment thereof. In such event, the form of proxy shall be deemed to be revoked.
In the case of joint holders of any share, if more than one of such joint holders be present at the annual general meeting of the Company, 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 shall be determined by the order in which the names stand in the register of members of the Company in respect of joint holding. Only ONE PAIR of log-in username and password will be provided to the joint holders.

- 45 -

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

In relation to Resolution No. 3 in the notice regarding the re-election of the Directors, Messrs. Tse Chee On, Raymond and Wong Wai Ho will retire and, being eligible, offer themselves for re-election at the annual general meeting of the Company pursuant to the Company's Bye-laws.
In relation to Resolution No. 4 in the notice regarding the proposed appointment of a Director, Ms. Cai Xun as a Non-executive Director of the Company to fill vacancy created by the retirement of Mr. Mou Yong subject to the approval by the shareholders of the Company at the annual general meeting.
A circular containing further details regarding Resolution Nos. 3 to 7 above has been sent to the members of the Company together with the Annual Report 2020.
Hybrid Annual General Meeting (the "AGM")
This year, the Company will conduct a hybrid AGM using e-Meeting System, which allows shareholders to participate the AGM online in a convenient and efficient way from anywhere with an internet connection. Shareholders will be able to view the live video broadcast and participate in voting and submit questions in written form to the AGM via their mobile phones, tablets or computers. The live broadcast option can also broaden the reach of the AGM to shareholders who do not wish to attend physically due to concerns on attending large scale events under the current COVID-19 pandemic ("Pandemic") situation, or for other overseas shareholders who are unable to attend in person.
How to attend and vote
Shareholders who wish to attend the AGM and exercise their voting rights can be achieved in one of the following ways:
1. attend the AGM in person and vote via smartphones or designated mobile devices at the AGM venue; or
2. attend the AGM via e-Meeting System which enables live streaming and interactive platform for Q&A and submit their voting online; or
3. appoint the Chairman of the AGM or other persons as your proxy to vote on your behalf.

Your proxy's authority and instruction will be revoked if you attend and vote in person at the AGM or via e-Meeting system.

If you are a non-registered holder of the Company, you are invited to join as an observer to view live streaming, however you will not be able to submit questions and vote online. If you would like to attend physically and vote at the AGM, you may instruct your nominees/banks/stockbrokers to appoint you as their proxy to attend and vote at the AGM.

For Corporate Shareholders who wish to (1) appoint proxy to attend and vote at the AGM on your behalf or (2) attend the AGM and to vote online, please contact the Company's Branch Share Registrar in Hong Kong, Tricor Secretaries Limited, hotline at (852) 2975 0928 by (1) 21 May 2021 and (2) 24 May 2021 respectively for the necessary arrangements.

On-sitee-Voting system will be used at the AGM to enhance the efficiency in the poll counting process. This is a full paperless AGM process that facilitates easy and intuitive voting procedures for shareholders as well as to allow instant declaration of voting results during the AGM.

- 46 -

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

Pandemic Circumstances

Although shareholders are welcome to attend the AGM in person if they so wish. The Company strongly advises shareholders to attend the AGM via the online option in view of the current development of the Pandemic. The Company will also be undertaking the following precautionary measures to safeguard the health and well-being of the shareholders (or their proxies) who are attending the AGM in person, including body temperature check, health declaration, wearing surgical face mask, access restriction for quarantine participants according to the Department of Health of Hong Kong, plus safe distancing measures for queue management and seating at the meeting venue. To reduce close contact between attendees at the physical AGM, no refreshment will be served at the meeting venue. Any person who refuses to co-operate with the above precautionary measures or is detected to have a fever (i.e. over 37.0 degrees Celsius), or exhibiting flu-like symptoms will not be admitted to the meeting venue.

For online voting at the AGM, shareholders can refer to our letter and the Online Meeting User Guide (by visiting the designated website or scanning the QR code as printed therein) for details.

You must provide a valid email address of your proxy in the space provided (except when the chairman of the meeting is appointed as your proxy). If no email address is provided, your proxy cannot attend and vote online.

- 47 -

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Road King Infrastructure Limited published this content on 13 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 09:40:06 UTC.

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Road King Infrastructure Limited

Equities

1098

BMG760581097

Real Estate Development & Operations

Road King Infrastructure : PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED APPOINTMENT OF A NON-EXECUTIVE DIRECTOR, PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

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