Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

TARGET INSURANCE (HOLDINGS) LIMITED 泰加保險(控股)有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 6161)

NOTICE OF THE GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a general meeting (the "Meeting") of Target Insurance (Holdings) Limited (the "Company") will be held at Jade Room, Artzen Club, 401A, 4th Floor, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Monday, 29 March 2021 at 4:00 p.m., for the purposes of considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company:

Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 11 March 2021.

ORDINARY RESOLUTIONS

1. "THAT

  • (a) the Subscription Agreement entered into between the Company as issuer and the Subscriber as subscriber in relation to the subscription of the Convertible Bonds in the aggregate principal amount of HK$400.0 million (a copy of the Subscription Agreement having been produced to the Meeting marked "A" and initialled by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder and in connection therewith, be and are hereby approved, confirmed and ratified;

  • (b) the issue by the Company of the Convertible Bonds in the aggregate principal amount of HK$400.0 million at an initial Conversion Price of HK$0.57 per Share (subject to adjustments) pursuant to the Subscription Agreement be and are hereby approved;

  • (c) the Directors be and are hereby granted a specific mandate to allot and issue up to 701,754,385 Conversion Shares (subject to adjustment pursuant to the terms of the Subscription Agreement) upon the exercise of the conversion rights attaching to the Convertible Bonds; and

  • (d) subject to and conditional upon the fulfilment of the conditions in the Subscription Agreement, any one or more Directors be and is/are hereby authorised to, for and on behalf of the Company, execute all such documents, instruments and agreements, and take such action, do all such acts or things, as he/she/they may, in his/her/their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect or completion of any matters relating to the Subscription Agreement and the transactions contemplated thereunder."

    2.

  • (a) To re-elect Dr. Cheung Haywood as an executive Director.

  • (b) To re-elect Mr. Muk Wang Lit Jimmy as an executive Director.

  • (c) To re-elect Mr. Chan Hok Ching as an executive Director.

  • (d) To re-elect Mr. Wan Kam To as an independent non-executive Director.

  • (e) To re-elect Mr. Wong Shiu Hoi Peter as an independent non-executive Director.

Yours faithfully,

For an on behalf of the Board of

Target Insurance (Holdings) Limited

Cheung Haywood

Chairman

As at the date of this notice, the Board comprises nine executive Directors, namely Dr. Cheung Haywood (Chairman), Mr. Ng Yu (Co-chairman), Mr. Muk Wang Lit Jimmy (Chief Executive Officer), Mr. Chan Hok Ching, Ms. Lau Ka Yee, Mr. Wei Weicheng, Mr. Lin Feng, Mr. Dai Chengyan, and Mr. Rui Yuanqing; and five independent non-executive Directors, namely Mr. Wan

Kam To, Mr. Wong Shiu Hoi Peter, Mr. Anthony Espina, Mr. Leung Ho Yin Alexander and Dr. Wang Jun Sheng.

Hong Kong, 11 March 2021

Registered office

5/F, Low Block

Grand Millennium Plaza 181 Queen's Road Central Hong Kong

Notes:

  • (1) For determining the identity of the shareholders to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, 23 March 2021 to Monday, 29 March 2021 (both days inclusive) during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 22 March 2021.

  • (2) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the Meeting and at any adjournment thereof in person to represent you.

  • (3) In order to be valid, the proxy form completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power or authority), must be deposited at the Company's share registrar and transfer office, Tricor Investor Services Limited not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

  • (4) The form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its seal or under the hand of an officer or attorney duly authorized.

  • (5) In the case of joint holders, the vote of the sender who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in the register in respect of the joint holding.

  • (6) With respect to resolution no. 2 (a) to (e) of this notice, each of Dr. Cheung Haywood, Mr. Muk Wang Lit Jimmy, Mr. Chan Hok Ching, Mr. Wan Kam To and Mr. Wong Shiu Hoi Peter shall retire from office of directorship and shall offer themselves for re-election in accordance with the Articles of Association. Details of the retiring Directors which are required to be disclosed under the Listing Rules are set out in the circular of the Company dated 11 March 2021.

  • (7) In compliance with the Hong Kong Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 ("COVID-19"), the Company will implement precautionary measures at the Meeting. Shareholders are advised to read page (ii) of this circular for details of the precautionary measures and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

  • (8) In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly advises Shareholders to appoint the chairman of the Meeting as their proxy to vote on the relevant resolution(s) as an alternative to attending the Meeting in person.

  • (9) In case the venue is being closed on the date of Meeting due to COVID-19 or bad weather, the Meeting shall stand adjourned to the same day in the next week or at such other time and place as the chairman of the Meeting may determine. The Company will post an announcement on the Stock Exchange and the Company's website notifying Shareholders of the date, time and place of the adjourned Meeting.

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Target Insurance (Holdings) Ltd. published this content on 10 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2021 09:10:02 UTC.