PYI : (1) PROPOSED CHANGE OF COMPANY NAME; (2) TERMINATION OF SHARE FINANCING PLAN; (3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; (4) REMUNERATION OF THE DIRECTORS; AND (5) NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

If you have sold or transferred all your shares in PYI Corporation Limited, you should at once pass this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, the licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Chinese translation of this circular is for reference only and in case of inconsistency, the English version shall prevail.

PYI Corporation Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 498)

• (1) PROPOSED CHANGE OF COMPANY NAME;

• (2) TERMINATION OF SHARE FINANCING PLAN;

(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

(4) REMUNERATION OF THE DIRECTORS;

AND

(5) NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' in this circular.

A letter from the Board is set out on pages 3 to 7 of this circular. A notice convening the SGM to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 26 March 2021 at 10:30 a.m. is set out on pages SGM-1 to SGM-4 of this circular. A form of proxy for use by the Shareholders at the SGM or any adjournment thereof (as the case may be) is enclosed with this circular.

If there is a black rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at or after 7:30 a.m. on Friday, 26 March 2021 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on Friday, 26 March 2021 that either one of the abovementioned warnings is to be issued within the next two hours, the SGM shall automatically be postponed to Wednesday, 7 April 2021 (the ''Re-scheduled Day'') on which no black rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted between the hours from 7:30 a.m. to 10:30 a.m. and in such case the SGM shall be held at 10:30 a.m. on the Re-scheduled Day at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.

If you are not able to attend at the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

3 March 2021

CONTENTS

Page

Definitions ...................................................................... 1

Letter from the Board ............................................................ 3

Appendix I - Particulars of the Retiring Directors Standing for Re-election ....... 8

Notice of SGM ................................................................... SGM-1

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

''2020 AGM''	the annual general meeting of the Company held on 4
September 2020
''Board''	the board of Directors
''Bye-laws''	the bye-laws of the Company
''Company''	PYI Corporation Limited, a company incorporated in Bermuda
with limited liability, the Shares of which are listed on the Main
Board of the Stock Exchange (Stock Code: 498)
''Director(s)''	director(s) of the Company
''Group''	the Company and its subsidiaries from time to time
''HK$''	Hong Kong dollar(s), the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
Republic of China
''Latest Practicable Date''	1 March 2021, being the latest practicable date prior to printing
of this circular for ascertaining certain information herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
Exchange
''Proposed Change of	the proposed change in the Company's English name from ''PYI
Company Name''	Corporation Limited'' to ''Blue River Holdings Limited'' and the
Chinese name of ''藍河控股有限公司'' be adopted as the
secondary name of the Company
''Retiring Director(s)''	being Mr. Marc Andreas Tschirner, Mr. Au Wai June, Mr. Kwong
Kai Sing, Benny, Mr. Ma Ka Ki and Mr. William Nicholas Giles
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong)
''SGM''	the special general meeting of the Company to be convened for
the Shareholders to consider and, if thought fit, approve (i) the
Proposed Change of Company Name; (ii) the termination of the
Share Financing Plan; (iii) the proposed re-election of the
Retiring Directors; and (iv) the granting of authorisation to the
Board to fix and vary the remuneration of the Directors from
time to time

''Share Financing Plan''

the plan adopted by the Company on 14 February 2006, which allows eligible persons (including employees, directors, consultants, advisers and agents of the Group) to borrow funds from the Company or from a company within the Group to acquire new or old Shares on a non-recourse basis with the subject shares pledged to the Company as security subject always to connected transaction and other relevant provisions under the Listing Rules, details of which were set out in the circular of the Company dated 27 January 2006

''Shareholder(s)''

holder(s) of the Share(s)

''Share(s)''

ordinary share(s) with par value of HK$0.1 each in the share capital of the Company

''%''

''Stock Exchange''

The Stock Exchange of Hong Kong Limited per cent

PYI Corporation Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 498)

Executive Directors:	Registered office:
Mr. Lau Tom Ko Yuen (Chairman)	Clarendon House
Mr. Marc Andreas Tschirner (Managing Director)	2 Church Street
Mr. Au Wai June	Hamilton HM 11
Bermuda
Non-Executive Director:
Mr. Kwong Kai Sing, Benny	Principal place of business
in Hong Kong:
Independent Non-Executive Directors:	33rd Floor, Paul Y. Centre
Mr. Ma Ka Ki	51 Hung To Road
Mr. William Nicholas Giles	Kwun Tong
Mr. Leung Chung Ki	Kowloon
Hong Kong
3 March 2021
To the Shareholders
Dear Sir or Madam,

• (1) PROPOSED CHANGE OF COMPANY NAME;

• (2) TERMINATION OF SHARE FINANCING PLAN;

(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

(4) REMUNERATION OF THE DIRECTORS;

AND

(5) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

References are made to the announcement of the Company dated 16 February 2021 in relation to the Proposed Change of Company Name and the announcement of the Company dated 22 February 2021 in relation to, among other things, the termination of the Share Financing Plan and the granting of authorisation to the Board to fix and vary the remuneration of the Directors.

The purposes of this circular are to provide you with (i) information in respect of the resolutions to be proposed at the SGM for the Proposed Change of Company Name, the termination of the Share Financing Plan, the proposed re-election of the Retiring Directors and the granting of authorisation to the Board to fix and vary the remuneration of the Directors from time to time; and (ii) a notice convening the SGM.

(1) PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ''PYI Corporation Limited'' to ''Blue River Holdings Limited'' and adopt the Chinese name ''藍河控股有限公司'' as the secondary name of the Company.

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name will be subject to the following conditions having been satisfied:

• (i) the passing of a special resolution by the Shareholders at the SGM to be convened to approve the Proposed Change of Company Name; and

• (ii) the Registrar of Companies in Bermuda approving the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of the registration of the new name of the Company in place of the existing name by the Registrar of Companies in Bermuda as set out in the certificate of incorporation on change of name to be issued by the Registrar of Companies in Bermuda in respect of the Proposed Change of Company Name. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Stock Exchange upon the Proposed Change of Company Name becoming effective.

Reasons for the Proposed Change of Company Name

The Group is principally engaged in ports and infrastructure development and investment, and the operation of ports and logistics facilities, in the Yangtze River region of China. The Group is also engaged in land and property development and investment in association with ports and infrastructure development, as well as securities trading and investment, and provision of loan financing services.

The Board considers that:

• (i) Paul Y. Engineering Group Limited (''PYE'') is a 48.23% owned associate of the Group and a 51.76% non-wholly owned subsidiary of South Shore Holdings Limited, which is a company listed on the Stock Exchange with stock code of 577. In accordance with Hong Kong Financial Reporting Standards, the results of PYE are accounted for as an associate of the Group and its financial statements are not consolidated into the consolidated financial statements of the Group. Therefore, the existing name of the Company (i.e. PYI Corporation Limited) could not represent the overall image of the Group and it is now more appropriate to cease sharing of such similar corporate identity; and

• (ii) ''Blue River'' is a name easily spelt and memorable for the international population. The Company conducts its principal business, including ports and infrastructure development and investment, and the operation of ports and logistics facilities. The Proposed Change of Company Name will better delineate the corporate image from that of PYE and reflect the current status of the Group's business development.

The Board believes that the new name can provide the Company with a more appropriate corporate image and identity which will benefit its business development and is in the best interests of the Company and Shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the existing holders of securities of the Company. All the existing certificates of securities in issue bearing the present name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration, and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, new certificates of securities will bear the new name of the Company. In addition, upon the Proposed Change of Company Name becoming effective, the English and Chinese stock short names for trading of Shares in the Stock Exchange will be changed subject to confirmation by the Stock Exchange.

(2) TERMINATION OF SHARE FINANCING PLAN

Under the Share Financing Plan adopted in 2006, selected eligible persons may be invited to apply for new Shares and offered the opportunity to finance their subscription by way of plan loans as stipulated in the Share Financing Plan.

As no such financing has been applied for since adoption of the Share Financing Plan in 2006, the Board proposed to terminate the Share Financing Plan.

(3) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with bye-law 86(2) of the Bye-laws and code provision A.4.2 of the Corporate Governance Code of the Listing Rules, each of Mr. Tschirner, Mr. Au, Mr. Ma, Mr. Giles and Mr. Kwong whose appointments with details were set out in the Company's announcements dated 18 January 2021, 3 February 2021 and 9 February 2021 respectively, will retire at the SGM and, being eligible, offer himself for re-election at the SGM.

Biographical and other details of the Retiring Directors are set out in Appendix I to this circular.

Having considered the background of each of the Retiring Director, the Directors consider that the re-election of each of the respective Retiring Director is in the best interests of the Company and the Shareholders as a whole.

(4) REMUNERATION OF THE DIRECTORS

At the 2020 AGM, Shareholders approved the Directors' fees in an aggregate amount of not exceeding HK$4,000,000 per annum to be paid to all Directors and be divided amongst the Directors as the Board may agree. In order to provide more flexibility to the Board in terms of composition and diversity, it is in the interest of the Company to authorise the Board to fix and vary the remuneration of the Directors from time to time without imposing a cap.

Bye-law 96 of the Bye-laws provides that, among others, the ordinary remuneration of Directors shall from time to time be determined by the Company in general meeting. Accordingly, an ordinary resolution is proposed at the SGM for Shareholders to consider and, if thought fit, to authorise the Board to fix and vary the remuneration of the Directors from time to time.

(5) SGM

The SGM will be convened by the Company at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 10:30 a.m. on Friday, 26 March 2021 for the Shareholders to consider, and if thought fit, to approve (i) the Proposed Change of Company Name; (ii) the termination of the Share Financing Plan; (iii) the proposed re-election of the Retiring Directors; and (iv) the granting of authorisation to the Board to fix and vary the remuneration of the Directors from time to time. Notice convening the SGM is set out on pages SGM-1 to SGM-4 of this circular.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has any direct or indirect material interest in the Proposed Change of Company Name, the termination of the Share Financing Plan, the proposed re-election of the Retiring Directors and the granting of authorisation to the Board to fix and vary the remuneration of the Directors from time to time and accordingly, no Shareholders are required to abstain from voting on the resolutions to be proposed at the SGM.

A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. If you are not able to attend at the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending or voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and, in such event, the instrument of proxy shall be deemed to be revoked.

The register of members of the Company will be closed from Tuesday, 23 March 2021 to Friday, 26 March 2021 (both days inclusive) for determining the entitlements to attend and vote at the SGM. No transfer of Shares will be registered during this period. In order to qualify for attending and voting at the SGM, all transfer documents (together with the relevant share certificates) must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m., Monday, 22 March 2021.

Pursuant to Rule 13.39(4) of the Listing Rules, voting at the SGM will be conducted by way of poll. The chairman of the SGM will therefore demand a poll on the resolutions put forward at the SGM pursuant to bye-law 66 of the Bye-laws. An announcement on the poll results of the SGM will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.pyicorp.com) after the SGM.

GENERAL

The Company will make further announcement(s) as and when appropriate on the arrangement relating to the trading and dealings in the securities of the Company on the Main Board of the Stock Exchange under the new name of the Company and as to when the change of name of the Company will become effective.

RECOMMENDATION

The Board considers that the Proposed Change of Company Name, the termination of the Share Financing Plan, the proposed re-election of the Retiring Directors and the granting of authorisation to the Board to fix and vary the remuneration of the Directors from time to time are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed resolutions to approve the Proposed Change of Company Name, the termination of the Share Financing Plan, the proposed re-election of the Retiring Directors and the granting of authorisation to the Board to fix and vary the remuneration of the Directors from time to time at the SGM.

RESPONSIBILITY STATEMENT

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

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text in case of inconsistency.

Yours faithfully, For and on behalf of

PYI Corporation Limited

Lau Tom Ko Yuen

Chairman

The biographical and other details of the Retiring Directors standing for re-election at the SGM are set out below:

Mr. Marc Andreas Tschirner

Mr. Marc Andreas Tschirner, aged 49, was appointed as an executive Director and the managing Director on 18 January 2021. He is also a member of the remuneration committee, corporate governance and compliance committee and share repurchase committee of the Board. Mr. Tschirner graduated from University of Konstanz with a Master Degree in Law in 1998. Mr. Tschirner was admitted to the German Bar in 2002, all Higher German Regional Courts in 2007 and as a registered foreign lawyer in Hong Kong in 2018. He worked as a director at Roedl & Partner Limited from 2017 until 2019 and most recently as external chief representative. Mr. Tschirner is also a registered foreign lawyer at Lee Law Firm, Hong Kong since July 2020. Before he worked as a registered foreign lawyer at Shum & Co. Solicitors and Roedl & Partner. Previously, Mr. Tschirner also worked for Arthur Andersen in Zurich and Ernst & Young in Zurich with a primary focus in tax law. In addition, between 2004 and 2008, Mr. Tschirner held a position as vice president at Credit Suisse Group, Zurich. Between 2008 and 2015, Mr. Tschirner was an executive director at Bank Julius Baer, Zurich. Between 2016 and 2017, Mr. Tschirner was a director at Deloitte Touche Tohmatsu, Hong Kong. During the period from 21 July 2020 to 8 January 2021, he was an executive director and group chief operating officer of Esprit Holdings Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange (stock code: 330).

Mr. Tschirner does not have a service contract with the Company. He has no fixed term of service with the Company but is subject to retirement by rotation and re-election pursuant to the Bye-laws. Mr. Tschirner is entitled to a director's remuneration of HK$70,000 per month which has been determined by the remuneration committee of the Company and the Board based on his qualifications, experience, level of responsibilities undertaken and the prevailing market conditions.

Mr. Au Wai June

Mr. Au Wai June, aged 57, was appointed as an executive Director on 18 January 2021. He is also a member of the nomination committee, corporate governance and compliance committee and share repurchase committee of the Board. Mr. Au graduated from University of Windsor, Canada with a Bachelor of Arts degree. Mr. Au was the managing director of a telecommunication equipment manufacturing and trading company with more than 16 years of experience and extensive knowledge in product development, purchasing, production, business administration and merchandising of both the PRC and overseas markets. During the period from May 2019 to August 2020, Mr. Au was an executive director of Celebrate International Holdings Limited (''Celebrate International'') (stock code: 8212) incorporated in the Cayman Islands with limited liability which was delisted from the GEM Board of the Stock Exchange on 8 July 2020. An order was granted by the High Court of Hong Kong to wind up Celebrate International, whose principal businesses are money lending and securities investment and trading, on 22 July 2020 upon petition of Citizens Money Lending Corporation Limited filed on 12 May 2020 for an outstanding sum of approximately HK$27 million together with interests accrued as set out in its announcement and it is currently in compulsory winding up.

Mr. Au does not have a service contract with the Company. He has no fixed term of service with the Company, but is subject to retirement by rotation and re-election pursuant to the Bye-laws. Mr. Au is entitled to a director's remuneration of HK$75,000 per month, which has been determined by the remuneration committee of the Company and the Board based on his qualifications, experience, level of responsibilities undertaken and the prevailing market conditions.

Mr. Kwong Kai Sing, Benny

Mr. Kwong Kai Sing, Benny, aged 62, was appointed as a non-executive Director on 9 February 2021. Mr. Kwong holds a Bachelor's degree in Arts from Simon Fraser University in British Columbia, Canada.

Mr. Kwong held senior positions with major international banks in Hong Kong in respective lending departments and China department and has served as executive director of various listed companies in Hong Kong. Mr. Kwong has extensive experience and knowledge in banking and financial services industry.

Mr. Kwong was an appointed member of the China People's Political Consultative Conference of the Hubei Province and Zhaoqing City of the Guangdong Province. He is the Hospital Governing Committee member of Tai Po Hospital since 2012 and the audit committee member of Tung Wah College since 2013. He is currently an executive director of Tai United Holdings Limited (stock code: 0718), a company listed on the Stock Exchange since April 2018. He was also an independent non-executive director of Planetree International Development Limited (stock code: 0613), a company listed on the Stock Exchange, from April 2019 to April 2020 and he became a non-executive director from April 2020 to 17 February 2021. He was an executive director of GT Group Holdings Limited (stock code: 0263), a company listed on the Stock Exchange, from September 2017 to April 2018.

As at the Latest Practicable Date, Mr. Kwong is interested in 166,753,200 Shares, representing approximately 15.1% of entire issued share capital of the Company. Mr. Kwong does not have a service contract with the Company. He has no fixed term of service with the Company, but is subject to retirement by rotation and re-election pursuant to the Bye-laws and no director's remuneration will be paid to Mr. Kwong in respect of his appointment as a non-executive director of the Company.

Mr. Ma Ka Ki

Mr. Ma Ka Ki, aged 40, was appointed as an independent non-executive Director on 3 February 2021. He is also the chairman of the audit committee, remuneration committee, nomination committee, corporate governance and compliance committee and share repurchase committee of the Board. Mr. Ma holds a Bachelor's degree in Accounting and Information System with merit from the University of New South Wales, Australia. Mr. Ma is a member of both the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England & Wales. He is also a member of both the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators (now known as The Chartered Governance Institute). He has over 10 years of experience in auditing and accounting sectors and has extensive experience in financial and corporate secretarial services. During the period from March 2018 to July 2020, Mr. Ma was an independent non-executive director of Celebrate International (stock code: 8212) incorporated in the Cayman Islands with limited liability which was delisted from the GEM Board of the Stock Exchange on 8 July 2020. An order was granted by the High Court of Hong Kong to wind up Celebrate International, whose principal businesses are money lending and securities investment and trading, on 22 July 2020 upon petition of Citizens Money Lending Corporation Limited filed on 12 May 2020 for an outstanding sum of approximately HK$27 million together with interests accrued as set out in its announcement and it is currently in compulsory winding up. During the period from June 2016 to June 2018, Mr. Ma was an independent non-executive director of Oshidori International Holdings Limited (previously Enerchina Holdings Limited) (stock code: 622), the shares of which are listed on the Main Board of the Stock Exchange.

Mr. Ma does not have a service contract with the Company. He has no fixed term of service with the Company but is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Bye-laws. Mr. Ma is entitled to a director's remuneration of HK$20,000 per calendar month, which has been determined by the remuneration committee of the Company and the Board based on his qualifications, experience, level of responsibilities undertaken and the prevailing market conditions.

Mr. William Nicholas Giles

Mr. William Nicholas Giles, aged 58, was appointed as an independent non-executive Director on 3 February 2021. He is also a member of the audit committee, remuneration committee, nomination committee, corporate governance and compliance committee and share repurchase committee of the Board. Mr. Giles holds a Bachelor of Laws degree (Hons) from The University of Sheffield. Mr. Giles was admitted as a solicitor in England & Wales in 1987 and in Hong Kong in 1990. Mr. Giles is a partner of Hart Giles, Solicitors & Notaries. Mr. Giles has over thirty years of extensive experience in practising law as a specialist in largescale commercial litigation, insolvency work, restructuring and regulatory investigations. Mr. Giles has acted in numerous cases in the High Court and Court of Appeal concerning civil fraud, white-collar crime, financial services, employment, commercial contracts and shareholder disputes. Mr. Giles has also acted as liquidator of more than 70 companies. Mr. Giles is currently an independent non-executive director of Esprit Holdings Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange (stock code: 330).

Mr. Giles does not have a service contract with the Company. He has no fixed term of service with the Company but is subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Bye-laws. Mr. Giles is entitled to a director's remuneration of HK$20,000 per calendar month, which has been determined by the remuneration committee of the Company and the Board based on his qualifications, experience, level of responsibilities undertaken and the prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, (i) none of the Retiring Directors had any interest within the meaning of Part XV of the SFO; (ii) none of the Retiring Directors held, or in the last three years held, any directorship in any public companies the securities of which are listed in Hong Kong or overseas; (iii) none of the Retiring Directors had any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iv) in relation to the proposed re-election of the Retiring Directors, there is no information which is disclosable nor is/was any of the Retiring Directors involved in any of the matters required to be disclosed pursuant to the requirements set out in Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders and the Stock Exchange.

PYI Corporation Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 498)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ''SGM'') of PYI Corporation Limited (the ''Company'') will be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 26 March 2021 at 10:30 a.m. to consider, and if thought fit, pass, with or without modification, the following resolutions of the Company:

SPECIAL RESOLUTION

1. ''THAT

• (a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda, the English name of the Company be changed from ''PYI Corporation Limited'' to ''Blue River Holdings Limited'' and the Chinese name of ''藍河控股有限公 司'' be adopted as the secondary name of the Company with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of the Companies in Bermuda (the ''Proposed Change of Company Name''); and

• (b) any one director of the Company (the ''Director(s)'') or officer of the Company be and is hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps as such Director or officer of the Company in his discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement this resolution and to attend to any necessary registration and/or filing in Bermuda and Hong Kong for and on behalf of the Company in respect of the Proposed Change of Company Name.''

ORDINARY RESOLUTIONS

2.

''THAT with effect from the date of passing of this resolution, the share financing plan adopted by the Company on 14 February 2006 (the ''Share Financing Plan'' ) be terminated and no further invitation will be made to any eligible persons for the purchase of the issued shares in the Company thereunder and any one Director be and is hereby authorised to do all such acts and execute all such documents as the Director(s) may consider necessary or expedient in order to give full effect to the termination of the Share

Financing Plan.''

3. To re-elect the following retiring Directors:

(i)	Mr. Marc Andreas Tschirner as an executive Director;
(ii)	Mr. Au Wai June as an executive Director;
(iii)	Mr. Kwong Kai Sing, Benny as a non-executive Director;
(iv)	Mr. Ma Ka Ki as an independent non-executive Director; and
(v)	Mr. William Nicholas Giles as an independent non-executive Director.
4.	(i)	''THAT the Directors' fee cap in an aggregate amount of not exceeding HK$4,000,000
per annum as previously approved by the shareholders at the 2020 annual general
meeting of the Company be and is hereby removed.'' and
(ii)	''THAT the board of Directors be and is hereby authorised to fix and vary the
remuneration of the Directors from time to time.''

By Order of the Board PYI Corporation Limited

Lau Tom Ko Yuen

Chairman

Hong Kong, 3 March 2021
Principal Place of Business in Hong Kong:	Registered Office:
33rd Floor, Paul Y. Centre	Clarendon House
51 Hung To Road	2 Church Street
Kwun Tong, Kowloon	Hamilton HM 11
Hong Kong	Bermuda
Notes:

• 1. Any member of the Company entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares of the Company. A proxy need not be a member of the Company.

• 2. A form of proxy for the SGM is enclosed. The form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarised copy of such power or authority, shall be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjourned meeting.

• 3. For the purpose of ascertaining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Tuesday, 23 March 2021 to Friday, 26 March 2021, both dates inclusive, during which period no transfer of share(s) of the Company will be registered. In order to be eligible to attend and vote at the SGM, all transfer document(s), accompanied by the relevant share certificate(s), must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries 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.

• 4. If there is a black rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at or after 7:30 a.m. on Friday, 26 March 2021 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on Friday, 26 March 2021 that either of the abovementioned warnings is to be issued within the next two hours, the SGM as convened by this notice shall automatically be postponed to Wednesday, 7 April 2021 (the ''Re-scheduled Day'') on which no black rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted between the hours from 7:30 a.m. to 10:30 a.m. and in such case the SGM shall be held at 10:30 a.m. on the Re-scheduled Day at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.

• 5. The Chinese translation of this notice is for reference only and in case of any inconsistency, the English version shall prevail.

As at the date of this notice, the Board comprises the following Directors:

Executive Directors:	Non-Executive Director:
Mr. Lau Tom Ko Yuen	Mr. Kwong Kai Sing, Benny
(Chairman)
Mr. Marc Andreas Tschirner	Independent Non-Executive Directors:
(Managing Director)	Mr. Ma Ka Ki
Mr. Au Wai June	Mr. William Nicholas Giles
Mr. Leung Chung Ki
- SGM-3 -

PRECAUTIONARY MEASURES FOR SPECIAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the SGM to be held on Friday, 26 March 2021 at 10:30 a.m. to protect the attending shareholders of the Company (the ''Shareholders''), staff and other stakeholders from the risk of infection:

• (a) compulsory body temperature checks will be conducted on every Shareholder, proxy and attendee at the entrance of the SGM venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry into the SGM venue or be required to leave the SGM venue;

• (b) the Company requests attendees to wear surgical face masks inside the SGM venue at all times;

• (c) no refreshments or drinks will be served; and

• (d) designated seating arrangement will be made so as to ensure appropriate social distancing.

To the extent permitted under law, the Company reserves the right to deny entry into the SGM venue or require any person to leave the SGM venue in order to ensure the safety of the attendees at the SGM.

In the interest of all stakeholders' health and safety and be consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. As an alternative, by using forms of proxy with voting instructions inserted, Shareholders may appoint the Chairman of the SGM as their proxy to vote on the relevant resolutions at the SGM instead of attending the SGM in person.