99 Loyalty : Notice of Annual General Meeting

Notice of 2022 Annual General Meeting

onlyNOTICE is hereby given that the 2022 Annual General Meeting (Annual General Meeting) of 99 Loyalty Limited (ARBN

164 764 729, Hong Kong Company Number 1903220 (Company) will be held at 11:30am (Sydney, Australia time) / 9:30am

(H ng Kong time), on Wednesday, 29 June 2022, at Investorlink Direct Pty Limited at Level 26, 56 Pitt Street, Sydney, NSW 2000.

useAll resolutions will be decided on a poll based on proxy votes by returning the completed CDI Voting Instruction Form at the address shown on the CDI Voting Instruction Form not less than 72 hours before the time fixed for the Meeting or an adjournment thereof, being no later than 11:30am (Sydney, Australia time) / 9:30am (Hong Kong time) on Sunday, 26 June 2022.

ORDINARY BUSINESS

1. 2021 Financial Statements

personal	To receive and consider the financial statements, the reports of the Directors and Auditors and other documents
	required to be annexed to the financial statements for the period ended 31 December 2021 and as lodged with
	Australian Securities Exchange (ASX).
	No resolution is required by law in respect of this agenda item. However, it will provide Shareholders with the
	opportunity to ask questions of the Directors and Auditor of the Company in relation to the financial statements.
2. Resolution 1 - Remuneration of Directors
	That the following resolution be approved as an ordinary resolution:
	"Subject to not increasing the total aggregate amount of Director fees payable to all non-executive Directors
	(previously approved at the 2020 Annual General Meeting as an aggregate of RMB1,500,000 for the purposes of ASX
	Listing Rule 10.17), that the Board, with the advice from the nomination and remuneration committee, be authorised
	to fix the remuneration of the Directors for the year ending 31 December 2022."
3. Resolution 2 - Re-election of Director - Mr. Christopher Ryan
	That the following resolution be approved as an ordinary resolution:
For	"That Mr. Christopher Ryan (Non-Executive Director) retires as a Director in accordance with Articles 105 and 109 of

the Company's Articles of Association and the ASX Listing Rules, and, being eligible, is re-elected as a Director of the Company."

4. Resolution 3 - Re-election of Director - Mr. Haoming Yu

That the following resolution be approved as an ordinary resolution:

"That Mr. Haoming Yu (Non-Executive Director) retires as a Director in accordance with Articles 105 and 109 of the Company's Articles of Association and the ASX Listing Rules, and, being eligible, is re-elected as a Director of the Company."

Page 1	99 Loyalty Ltd. ARBN 164 764 729 ASX:99L
	Registered Office: 27/F, Alexandra House 18 Chater Road, Central Hong Kong
	Website:http://www.99loyaltytech.com

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Resolution 4 - Re-election of Director - Mr. Henry Chen

That the following resolution be approved as an ordinary resolution:

"That Mr. Henry Chen (Executive Director) retires as a Director in accordance with Articles 96 and 109 of the Company's Articles of Association and the ASX Listing Rules, and, being eligible, is re-elected as a Director of the Company."

Resolution 5 - Re-election of Director - Mr. Scott Sheng

That the following resolution be approved as an ordinary resolution:

"That Mr. Scott Sheng (Executive Director) retires as a Director in accordance with Articles 96 and 109 of the Company's Articles of Association and the ASX Listing Rules, and, being eligible, is re-elected as a Director of the Company."

Resolution 6 - Re-appointment of Auditors

That the following resolution be approved as an ordinary resolution:

"That BDO Limited, being auditors of the Company are re-appointed auditors and that the Directors be authorised to fix their remuneration."

Resolution 7 - General Mandate to Issue and Allot New Shares

That the following resolution be approved as an ordinary resolution:

"That, subject to any restriction in the ASX Listing Rules in relation to issuing new capital (including ASX Listing Rules 7.1, 10.11 and 10.14) and pursuant to Section 141 of the Companies Ordinance, Hong Kong, Cap 622, a general mandate be given to Directors to exercise any power of the Company to allot or issue, grant options over, offer or otherwise deal with or dispose of shares in the Company on and subject to such terms as the directors may determine including to allot or issue further shares and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require shares to be allotted to persons other than existing members of the Company, or to members of the Company otherwise than in proportion to their existing shareholdings in the Company provided that the authority shall, unless earlier revoked or varied by members of the Company in general meeting expire on the earlier of (a) the conclusion of the next annual general meeting of the Company or (b) the expiration of the period within which the next annual general meeting of the Company is required in accordance with the Articles of Association of the Company, or any applicable law, to be held."

Resolution 8 - General Mandate to Buy Back Shares

That the following resolution be approved as an ordinary resolution:

"That, subject to any restriction in the ASX Listing Rules in relation to buy back Shares (including ASX Listing Rules

7.29 to 7.36 (inclusive)), the Corporations Act 2001 (Cth) and pursuant to Section 239 of the Companies Ordinance, Hong Kong, Cap 622, a general mandate shall be given to Directors (on behalf of the Company) to buy back Shares in the capital of the Company at any time from any such persons, and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit be approved, and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.

Page 2	99 Loyalty Ltd. ARBN 164 764 729 ASX:99L
	Registered Office: 27/F, Alexandra House 18 Chater Road, Central Hong Kong
	Website:http://www.99loyaltytech.com

only	As at the date of this notice, the total number of Shares in issue was 1,159,682,763 Shares. Assuming there is no
	issue of Shares or any buy back of Shares from the date of this notice up to the date of the Annual General Meeting,
	the number of Shares that can be bought back pursuant to the General Mandate to buy back Shares will be
	115,968,276 Shares, representing 10% of the Company's issued share capital as at the date of the Annual General
	Meeting."
NOTES
(i)	Voting entitlements
use	The directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting
	entitlements for the Annual General Meeting and CDI holding of CDI holders will be taken to be held by the persons who are
	registered as members at 7:00pm (Sydney, Australia Time) / 5:00pm (Hong Kong Time) on Sunday, 26 June 2022.
	Accordingly transfers registered after that time will be disregarded in determining members entitled to attend and vote at
	the meeting.
(ii)	Proxy voting by holder of ordinary shares
personal	Shareholders who are unable to attend the Annual General Meeting are requested to complete, sign, date and return the
proxy.
	A proxy will not be valid unless it is deposited by mail to the office of the Company (27/F, Alexandra House, 18 Chater Road,
	Central, Hong Kong) or by fax (fax number (852) 2803 3608) by no later than 11:30am (Sydney, Australia Time) / 9:30am
	(Hong Kong time) on Monday, 27 June 2022.Any Proxy Form received after that time will be invalid.
(iii)	Direct voting by holder of CDIs
	Holders of CDIs are invited to attend the meeting.
	CDI holders may complete, sign and return the enclosed CDI Voting Instruction Form by mail to Automic, the
	Company's Registry, at GPO Box 5193, Sydney NSW 2001 or by email to [e-mail] order to
	direct CHESS Depositary Nominees Pty Ltd. ("CDN") to vote the relevant underlying Ordinary Shares on his or her
	behalf or may instruct CDN to appoint such CDI holder or his or her nominee as proxy to vote the Ordinary Shares
	underlying the CDIs in person at the meeting.
	In either case, the CDI Voting Instruction Form needs to be received at the address shown on the form before the
	time fixed for the Annual General Meeting or an adjournment thereof, being no later than 11:30am(Sydney Time) /
For	9:30am (Hong Kong time) onSunday, 26 June 2022.Any CDI Voting Instruction Form received after that time will be invalid.
Online: The CDI voting instruction can be lodged online by visiting https://investor.automic.com.au/#/loginsah

By rder of the Board

Dated: 6 June 2022

Page 3	99 Loyalty Ltd. ARBN 164 764 729 ASX:99L
	Registered Office: 27/F, Alexandra House 18 Chater Road, Central Hong Kong
	Website:http://www.99loyaltytech.com

Explanatory Statement

onlyThis explanatory statement accompanies the 2022 Annual General Meeting of 99 Loyalty Limited (ARBN 164 764 729, Hong

Ko g Company Number 1903220 (Company) to be held at 11:30am (Sydney, Australia time) / 9:30am (Hong Kong time),

n Wednesday, 29 June 2022 at Level 26, 56 Pitt Street, Sydney, NSW 2000.

All resolutions will be decided on a poll based on proxy votes by returning the completed CDI Voting Instruction Form at

the address shown on the CDI Voting Instruction Form not less than 72 hours before the time fixed for the Meeting or an

adjournment thereof, being no later than 11:30am (Sydney, Australia time) / 9:30am (Hong Kong time) on Sunday, 26 June
use
2022.
Item 1:	2021 Financial Statements

This item gives Shareholders an opportunity to ask questions with respect to the financial statements, the reports of the Directors and Auditors and other documents required to be annexed to the financial statements for the period ended 31 December 2021 (Statements and Reports).

The Statements and Reports have been filed on the ASX electronic filing system for Market Announcements, and are vailable on the Company website www.99loyaltytech.com.

Item 2:	The Resolutions
Resolution 1:	Remuneration of Directors

Clause 99 of the Company's Articles of Association requires that the total aggregate of directors' fees per annum to be paid to the Directors (excluding salaries of executive Directors) from time to time will not exceed the total determined by the C mpany in general meeting and the total aggregate amount of directors' fees will be divided between the Directors as the Directors shall determine and, in default of agreement between them, in equal shares.

With respect to non-executive director remuneration, this aggregate will not exceed the aggregate amount already approved at the 2020 annual general meeting with respect to non-executive director remuneration (namely, RMB1,500,000) as any increase will require shareholder approval under ASX Listing Rule 10.17.

Given the interest of the non-executive Directors in this Resolution, the Board makes no recommendation to Shareholders
regarding this ordinary Resolution. The Chairperson intends to exercise all available proxies in favour of Resolution 1.
personalResolutions 2 to 5:	Re-election of Directors
Pursuant to both the ASX Listing Rules and the Articles of Association, every Director shall be subject to retirement by
For

otation at least once every three years. Clause 105(A) of the Articles of Association requires one-third of the Directors to retire at each annual general meeting of the Company.

Clause 96 of the Articles of Association requires any Director that has been appointed by the Board to fill a casual vacancy or as an addition to the Board to hold the office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

The resumes of those directors retiring at the Annual General Meeting and standing for re-election at this Annual General Meeting are as follows:

Page 4	99 Loyalty Ltd. ARBN 164 764 729 ASX:99L
	Registered Office: 27/F, Alexandra House 18 Chater Road, Central Hong Kong
	Website:http://www.99loyaltytech.com

only		Name and Role		Experience and Special Responsibilities
	Mr. Christopher		Mr. Ryan was an Executive Director of Investorlink Group Limited, a Sydney-based
	Ryan		corporate finance and advisory firm. Chris specialises in mergers and acquisitions and
	Non-Executive		stock exchange IPO's and capital raisings. He has held Chairman and Non-Executive
		Director roles in ASX listed companies in the property, mining and technology sectors.
	Director
			He is currently an Independent Chairman and Non-Executive Director of Fintech Chain
			Limited (ASX: FTC).
		Chris holds a Bachelor of Financial Administration Degree from the University of New
use				England and is a Fellow of the Institute of Chartered Accountants Australia and New
			Zealand and is a member of the Australian Institute of Company Directors.
	Mr. Haoming Yu		Mr. Yu has significant experience in the finance and banking industry from over 41
	Non-Executive		years. Prior to joining 99 Loyalty, he was Executive Vice President of Zendai Group and
		prior to that he held various other senior positions including Executive Vice President
	Director
		of Shan Shan Co Holding Ltd, Managing Director of Bear Stearns (Asia) Ltd, Executive
			Vice President of Shanghai International Trust & Investment Co. Ltd and Deputy
		General Manager in Bank of China, Shanghai Branch.
personal
	Mr. Henry Chen		Mr. Chen has been with the Company for more than 6.5 years and has worked closely
		Mr. Sheng has more than 15 years of professional experience in the finance and
		Executive Director		with the Board in financial and business development during this period.
				Mr. Chen joined 99 Loyalty in June 2015. He is a highly experienced executive director
			who has a deep knowledge and understanding of the business and the industry. Mr. Chen
			gained more than 20 years of finance and accounting experience prior to joining 99
			Loyalty. His previous employers include Vtion Wireless Technology AG, Vesta China and
			Arthur Andersen. He holds a master's degree in Commerce with a Finance Major from the
			University of Sydney. Mr. Chen is a member of both CICPA (Chinese Institute of Certified
			Public Accountants) and ACCA (Association of Chartered Certified Accountants).
		Mr. Scott Sheng		Mr. Sheng has worked within the management team of the Company since its
		Executive Director		establishment and was promoted to the role of Chief Executive Officer in late January
			2022. Since that time, Mr. Sheng has led the sales and operations team and has
				allowed the Company to develop and grow significantly.
				In recognition of his contribution to the Company, Mr. Sheng was appointed to the role
				of Executive Director on 31 May 2022.
For				insurance industries and has gained experience from his previous roles in strategy
		management. From this, he has become experienced and knowledgeable in business
				development and management. Prior to 99 Loyalty, he worked as a senior manager in
				many well-known enterprises, including Bizpoint and Shanghai Xingkangda
				Management Software, for more than 7 years.
Resolution 6: Re-appointment of Auditors

This item gives Shareholders an opportunity to ask questions with respect to the appointment of external auditors.

Page 5	99 Loyalty Ltd. ARBN 164 764 729 ASX:99L
	Registered Office: 27/F, Alexandra House 18 Chater Road, Central Hong Kong
	Website:http://www.99loyaltytech.com