PYI : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, REMUNERATION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 (the ''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, 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 any inconsistency, the English version shall prevail.

PYI Corporation Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 498)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS,

REMUNERATION OF DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 4 September 2020 at 10:30 a.m. is set out on pages 14 to 18 of 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 4 September 2020 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on 4 September 2020 that either one of the abovementioned warnings is to be issued within the next two hours, the meeting shall automatically be postponed to 11 September 2020 (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 meeting shall be held at 10:30 a.m. on the Rescheduled Day at 11th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.

If you are not able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting 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 meeting or any adjournment thereof should you so wish.

29 July 2020

CONTENTS

		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Remuneration of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Mandates to Issue Shares and to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Particulars of Retiring Directors Standing for Re-election . . . . . . . . . . . . .	8
Appendix II	- Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

- i -

DEFINITIONS

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

''2019 AGM''	the annual general meeting of PYI held on 5 September 2019
''2020 AGM''	the annual general meeting of PYI to be held at Regus
	Conference Centre, 35th Floor, Central Plaza, 18 Harbour
	Road, Wanchai, Hong Kong on Friday, 4 September 2020 at
	10:30 a.m., notice of which is set out on pages 14 to 18 of this
	circular
''Board''	the board of Directors
''Bye-laws''	the bye-laws of the Company
''Close Associate(s)''	has the meaning ascribed thereto under the Listing Rules
''Company'' or ''PYI''	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
''Core Connected Person(s)''	has the meaning ascribed thereto under the Listing Rules
''Director(s)''	director(s) of the Company
''General Mandates''	the general mandate to issue Shares, with an extension to issue
	Shares by the number of Shares purchased under the
	Repurchase Mandate, and the Repurchase Mandate to be
	sought at the 2020 AGM
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	Hong Kong Special Administrative Region of the People's
	Republic of China
''Latest Practicable Date''	22 July 2020, 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
''Repurchase Mandate''	the proposed new general mandate to be sought at the 2020
	AGM to authorise the Directors to repurchase Shares in the
	manner as set out in the notice of the 2020 AGM
''SFO''	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 PYI

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DEFINITIONS

''Shareholder(s)''	holder(s) of Shares
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Hong Kong Code on Takeovers and Mergers
''%''	per cent

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LETTER FROM THE BOARD

PYI Corporation Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 498)

Lau Tom Ko Yuen	Registered office:
(Chairman and Managing Director)	Clarendon House
Sue Ka Lok	2 Church Street
(Executive Director)	Hamilton HM 11
Wu Yan Yee	Bermuda
(Executive Director)
Chan Shu Kin	Principal place of business
(Independent Non-Executive Director)	in Hong Kong:
Wong Lai Kin, Elsa	33rd Floor, Paul Y. Centre
(Independent Non-Executive Director)	51 Hung To Road
Leung Chung Ki	Kwun Tong
(Independent Non-Executive Director)	Kowloon
	Hong Kong
	29 July 2020
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS,

REMUNERATION OF DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the 2020 AGM, and information on matters to be dealt with at the 2020 AGM. They are: (a) re-election of retiring Directors; (b) remuneration of Directors; and (c) grant of General Mandates.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of six Directors, including:

1. three executive Directors, namely Mr Lau Tom Ko Yuen, Mr Sue Ka Lok and Ms Wu Yan Yee; and
2. three independent non-executive Directors, namely Mr Chan Shu Kin, Ms Wong Lai Kin, Elsa and Mr Leung Chung Ki.

Pursuant to bye-laws 87(1) and 87(2) of the Bye-laws, Ms Wong Lai Kin, Elsa and Mr Leung Chung Ki will retire from office by rotation at the 2020 AGM. Both of them, being eligible, will offer themselves for re-election as Directors at the 2020 AGM.

Bye-law 88 of the Bye-laws provides that no person other than a Director retiring at the meeting shall be eligible for election as a Director at any general meeting unless:

1. he/she is recommended by the Directors; or
2. a notice signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his/her intention to propose such person for election as Director and also a notice signed by the person to be proposed of his/her willingness to be elected shall have been lodged at the registered office of the Company for the time being or at the head office of the Company as the Directors may from time to time determine to be the principal office of the Company provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven (7) days and that the period for lodgment of such notice(s) shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director, the following documents must be validly served on the Company at its principal place of business in Hong Kong, namely (i) his/her notice of intention to propose a resolution, and (ii) a notice signed by the nominated candidate of his/her willingness to be elected together with (A) the candidate's information required to be disclosed under rule 13.51(2) of the Listing Rules and other information as referred to under the section headed ''Requisite information of the candidate(s) nominated by Shareholders'' below, and (B) the candidate's written consent to the publication of his/her personal data.

In order to ensure that other Shareholders have sufficient time to receive and consider the particulars of the nominated candidate(s), Shareholders are urged to submit their proposals as early as practicable, preferably before 5:00 p.m. on Thursday, 13 August 2020 so that an announcement can be issued on or about Friday, 14 August 2020 or a supplementary circular containing particulars of the candidate(s) proposed by such Shareholder(s) can be despatched to the Shareholders on or about Tuesday, 18 August 2020.

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LETTER FROM THE BOARD

Requisite information of the candidate(s) nominated by Shareholders

In order to enable other Shareholders to make an informed decision on their election of Directors, the said notice of intention to propose a resolution by a Shareholder should be accompanied by the following information of the nominated candidate:

1. full name and age;
2. positions held with PYI and/or other members of the Group (if any);
3. experience including (i) other directorships held in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, and
4. 1. other major appointments and professional qualifications;
5. current employment and such other information (which may include business experience and academic qualifications) of which Shareholders should be aware, pertaining to the ability or integrity of the candidate;
6. length or proposed length of service with PYI (if any);
7. relationships with any Directors or senior management or substantial shareholders or controlling shareholders of PYI, or an appropriate negative statement;
8. interests in Shares within the meaning of Part XV of the SFO, or an appropriate negative statement;
9. contact details; and
10. a declaration made by the nominated candidate in respect of the information required under rule 13.51(2)(h) to (w) of the Listing Rules, or an appropriate negative statement to that effect where there is no information to be disclosed pursuant to any of such requirements.

Recommendations of the Nomination Committee

The Nomination Committee, consisting of five members namely, Mr Chan Shu Kin, Mr Lau Tom Ko Yuen, Mr Sue Ka Lok, Ms Wong Lai Kin, Elsa and Mr Leung Chung Ki, held a meeting on Friday, 26 June 2020 to nominate the re-election of retiring Directors at the 2020 AGM. Ms Wong Lai Kin, Elsa and Mr Leung Chung Ki, being the retiring Directors, abstained from voting on the relevant resolutions of the Nomination Committee relating to their own re-election. The Nomination Committee, with the aforesaid abstention of Ms Wong and Mr Leung, had nominated and recommended to the Board that Ms Wong Lai Kin, Elsa and Mr Leung Chung Ki, being eligible, shall be re-elected as Directors at the 2020 AGM. In addition, the retiring Directors had abstained from voting at the Board meeting when their nominations were considered and approved by the Board for recommendation to the Shareholders for approval.

The biographical details of Ms Wong Lai Kin, Elsa and Mr Leung Chung Ki are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

The Nomination Committee is also responsible for, inter alia, assessing the independence of independent non-executive Directors. On Friday, 26 June 2020, the Nomination Committee reviewed and assessed the independence of each independent non-executive Director by making reference to his/her annual confirmation of independence declared pursuant to rule 3.13 of the Listing Rules and is of the view that all independent non-executive Directors remained independent in accordance with the independence guidelines set out in rule 3.13 of the Listing Rules. As a good corporate governance practice, every member of the Nomination Committee had abstained from participating in his/her own respective assessment of independence.

REMUNERATION OF DIRECTORS

At the 2019 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.

A Director who has not served the entire period will receive payment in proportion to his/her period of service.

The Remuneration Committee at the meeting held on Wednesday, 24 June 2020 reviewed and considered that the current scale of the Directors' fees was reasonable under the current market environment and having regard to the prevailing market conditions, relevant remuneration package offered by comparable companies, the duties and responsibilities of the Directors and the time committed by the Directors. The Remuneration Committee recommended that the existing aggregate amount of Directors' fees of not exceeding HK$4,000,000 per annum for all Directors shall remain unchanged for the coming year.

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 will be proposed at the 2020 AGM for Shareholders to consider and, if thought fit, approve the payment of Directors' fee in an aggregate amount of not exceeding HK$4,000,000 per annum to all Directors and that the Board be authorised to divide this amount amongst the Directors. If approved by the Shareholders, the proposed Directors' fees will be effective from 4 September 2020. Payment will be made in proportion to the period of service in the case of a Director who has not served the entire period.

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the 2019 AGM, ordinary resolutions were passed to grant the general mandates to the Directors to issue Shares and to repurchase Shares. Such general mandates will expire at the conclusion of the 2020 AGM. Ordinary resolutions will be proposed at the 2020 AGM to grant to the Directors a new general mandate, inter alia, (a) to allot and issue Shares not exceeding 20% of the total issued Shares as at the date of passing such resolution; (b) to repurchase Shares not exceeding 10% of the total issued Shares as at the date of passing such resolution; and (c) to extend the general mandate to issue Shares by the number of Shares purchased under the Repurchase Mandate.

As at the Latest Practicable Date, there were 5,519,580,572 Shares in issue. Subject to the passing of the proposed resolution for the grant of the general mandate to issue Shares and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the 2020 AGM, the Directors will be authorised under the general mandate to allot and issue 1,103,916,114 Shares and to repurchase 551,958,057 Shares.

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LETTER FROM THE BOARD

The Directors believe that it is in the interests of the Company and the Shareholders as a whole that the General Mandates are granted at the 2020 AGM. The General Mandates provide Directors with flexibility to issue Shares especially in the context of a fund raising exercise or a transaction involving an acquisition by the Company where Shares are to be issued as consideration and which has to be completed speedily. However, the Directors currently have no intention of any acquisition by the Company nor any plan for raising capital by issuing new Shares.

An explanatory statement providing all the information required under the Listing Rules concerning the Repurchase Mandate is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the 2020 AGM is set out on pages 14 to 18 of this circular at which resolutions will be proposed, inter alia, to approve (i) re-election of retiring Directors; (ii) remuneration of Directors; and (iii) grant of General Mandates.

Pursuant to rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. The Chairman of the 2020 AGM will therefore put each of the resolutions to be proposed at the 2020 AGM to be voted by way of a poll pursuant to bye-law 66 of the Bye-laws.

A form of proxy for use by the Shareholders at the 2020 AGM is enclosed. If you do not intend to attend the 2020 AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the 2020 AGM 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 2020 AGM or any adjournment thereof should you so wish.

None of the Shareholders is required to abstain from voting at the 2020 AGM pursuant to the Listing Rules and/or the Bye-laws.

RECOMMENDATION

The Board is pleased to recommend Ms Wong Lai Kin, Elsa and Mr Leung Chung Ki to stand for re-election by the Shareholders as Directors. Their biographies are set out in Appendix I for the Shareholders' consideration. The Board also believes that the proposed remuneration of Directors and the grant of the General Mandates are in the best interest of the Company and the Shareholders as a whole, and accordingly recommends Shareholders to vote in favour of all resolutions to be proposed at the 2020 AGM.

Yours faithfully,

For and on behalf of

PYI Corporation Limited

Lau Tom Ko Yuen

Chairman and Managing Director

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APPENDIX I	PARTICULARS OF RETIRING DIRECTORS
	STANDING FOR RE-ELECTION

The biographical and other details of retiring Directors standing for re-election at the 2020 AGM are set out below:

					Discloseable
					interests within the
					meaning of Part XV
					of the SFO as
	Name, age	Director	Board committee		at the Latest
1. and position	since	memberships	Emoluments	Practicable Date
	Wong Lai Kin, Elsa	November	Audit Committee	HK$622,770	Nil
	(aged 54)	2012	(Member)	(Note 1(a),
	Independent		Nomination Committee	(c) and (d))
	non-executive		(Member)
	Director		Corporate Governance
			and Compliance
			Committee (Member)

Ms. Wong holds a Bachelor's Degree and a Master's Degree in Law from The University of Hong Kong, a Master's Degree in Corporate Finance from The Hong Kong Polytechnic University, and a Master's Degree in Social Sciences in Psychology (Schools and Community Settings) from The Education University of Hong Kong. She is a solicitor of the Supreme Court of Hong Kong and the Supreme Court of England and Wales and holds the Chartered Financial Analyst designation. Ms. Wong has over 30 years of experience in the legal profession, with majority years working as corporate counsel and company secretary of Hong Kong listed companies (including the Company during the periods from February 1995 to January 2000 and from May 2003 to December 2007). Ms. Wong is currently employed as Vice President - Legal of Henderson (China) Investment Company Limited. She is also an independent non-executive director of Prosperity Investment Holdings Limited (0310.HK).

Save as disclosed above, Ms. Wong does not hold any positions with the Company or any of its subsidiaries, nor does she have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. There are no other matters that need to be brought to the attention of the Shareholders nor is there other information required to be disclosed pursuant to any of the requirements under rule 13.51(2) of the Listing Rules.

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APPENDIX I		PARTICULARS OF RETIRING DIRECTORS
			STANDING FOR RE-ELECTION
					Discloseable
					interests within the
					meaning of Part XV
					of the SFO as
	Name, age	Director	Board committee		at the Latest
2. and position	since	memberships	Emoluments	Practicable Date
	Leung Chung Ki	June	Audit Committee	HK$178,500	Nil
	(aged 63)	2018	(Member)	(Note 1(b),
	Independent		Remuneration Committee	(c) and (d))
	non-executive		(Member)
	Director		Nomination Committee
			(Member)
			Corporate Governance

and Compliance

Committee (Member)

Mr Leung holds a Bachelor Degree in Business Administration from the Chinese University of Hong Kong and a Master Degree in Business Administration from the De Paul University in the United States of America. Mr Leung has over 20 years of experience in banking industry. He is also an independent non-executive director of China Dili Group (1387.HK).

Save as disclosed above, Mr Leung does not hold any positions with the Company or any of its subsidiaries, nor does he have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. There are no other matters that need to be brought to the attention of the Shareholders nor is there other information required to be disclosed pursuant to any of the requirements under rule 13.51(2) of the Listing Rules.

Notes:

1. (a) During the financial year ended 31 March 2020, Ms Wong received an annual Director's fee of HK$518,970 and a fee of HK$103,800 in total for serving as member of each of (i) the Audit Committee, (ii) the Nomination Committee and (iii) the Corporate Governance and Compliance Committee (that is, HK$34,600 per Committee).
2. 1. During the financial year ended 31 March 2020, Mr Leung received an annual Director's fee of HK$157,500 and a fee of HK$21,000 in total for serving as member of each of (i) the Audit Committee, (ii) the Remuneration Committee, (iii) the Nomination Committee and (iv) the Corporate Governance and Compliance Committee (that is, HK$5,250 per Committee).
   2. The Director's fee was determined with reference to the prevailing market conditions, relevant remuneration package offered by comparable companies, the duties and responsibilities of the Director and the time committed by the Director.
   3. Save as disclosed in 1(a) and 1(b) above, the retiring Directors standing for re-election received no other compensation from the Group.
3. No Director proposed for re-election at the 2020 AGM has a service contract with the Company or any of its subsidiaries that is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

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APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE MANDATE

This is the explanatory statement given to the Shareholders relating to a resolution authorising the Company to repurchase its own Shares which is proposed to be passed by the Shareholders by means of an ordinary resolution at the 2020 AGM.

This explanatory statement contains a summary of the information required pursuant to rule

10.06 of the Listing Rules, which is set out as follows:

Share capital

. As at the Latest Practicable Date, there were in issue a total of 5,519,580,572 Shares, all of which were fully paid.

. Assuming that no further Shares are issued or repurchased after the Latest Practicable Date and before the date of the 2020 AGM, there will be 5,519,580,572 Shares in issue, and exercise in full of the Repurchase Mandate would result in up to a maximum of 551,958,057 Shares being repurchased by the Company during the relevant period referred to in ordinary resolution numbered 4(B) of the notice of the 2020 AGM.

Reasons for repurchases

. The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Directors to purchase the Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will benefit the Company and the Shareholders.

Funding of repurchases

. The repurchase of Shares shall be made with funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws and the applicable laws of Bermuda. Under Bermuda law, repurchases may only be effected out of the capital paid up on the purchased Shares or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account before the Shares are repurchased. It is envisaged that the funds required for any repurchase would be derived from such sources.

. As compared to the financial position of the Company as at 31 March 2020 (being the date of the Company's latest audited accounts), the Directors consider that the repurchases of the Shares will have no material adverse impact on the working capital and the gearing position of the Company in the event that the Repurchase Mandate were to be exercised in full during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE MANDATE

Directors, their Close Associates and Core Connected Persons

. None of the Directors or, to the best of their knowledge 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 the Shares to the Company.

. No Core Connected Person has notified the Company that he has a present intention to sell 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 power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

Share repurchase made by the Company

. During the six months preceding the Latest Practicable Date, the Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise).

GENERAL

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 purpose of Rules 26 and 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:

			Approximate %
			of interest
				If
			As at the	Repurchase
		Number of	Latest	Mandate
	Capacity/	Shares held/	Practicable	is exercised
Name	Nature of interest	interested	Date	in full
Mr Lau Tom Ko Yuen	Beneficial owner	14,672,605	0.27%	0.30%
(''Mr Lau'')	Interest of controlled	1,578,223,308	28.59%	31.77%
	corporation	(Note 1)
Affluent Talent Limited	Interest of controlled	1,578,223,308	28.59%	31.77%
(''Affluent Talent'')	corporation	(Note 1)

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APPENDIX II		EXPLANATORY STATEMENT ON
		REPURCHASE MANDATE
			Approximate %
			of interest
				If
			As at the	Repurchase
		Number of	Latest	Mandate
	Capacity/	Shares held/	Practicable	is exercised
Name	Nature of interest	interested	Date	in full
Empire City	Interest of controlled	1,578,223,308	28.59%	31.77%
International Limited	corporation	(Note 1)
(''Empire City'')
Rally Praise Limited	Beneficial owner	1,578,223,308	28.59%	31.77%
(''Rally Praise'')		(Note 1)
Mr Yuan Qiang	Interest of controlled	683,766,000	12.39%	13.76%
(''Mr Yuan'')	corporation	(Note 2)
Mr Luo Xuexin	Interest of controlled	683,766,000	12.39%	13.76%
(''Mr Luo'')	corporation	(Note 2)
Time Lead Assets	Interest of controlled	683,766,000	12.39%	13.76%
Limited (''Time Lead'')	corporation	(Note 2)
Long Nice Corporation	Beneficial owner	683,766,000	12.39%	13.76%
Limited (''Long Nice'')		(Note 2)

Notes:

1. Rally Praise, a wholly-owned subsidiary of Empire City (which was, in turn, a wholly-owned subsidiary of Affluent Talent), owned 1,578,223,308 Shares. Accordingly, Empire City and Affluent Talent were deemed to be interested in the said 1,578,223,308 Shares held by Rally Praise. As Affluent Talent was wholly owned by Mr Lau, Mr Lau was deemed to be interested in these Shares held by Rally Praise.
2. Long Nice, a wholly-owned subsidiary of Time Lead, owned 683,766,000 Shares. Time Lead was in turn owned by Mr Yuan as to approximately 58.30% and by Mr Luo as to approximately 41.70%. Accordingly, Time Lead, Mr Yuan and Mr Luo were deemed to be interested in the said 683,766,000 Shares held by Long Nice.

In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests of each of the above Shareholders in the Company would then be increased to such percentages as set out opposite their respective names in the table above and in such case,

1. Mr Lau and parties acting in concert with him would be obliged to make a mandatory offer under the Takeovers Code; and
2. Mr Yuan, Mr Luo and parties acting in concert with them would not be obliged to make a mandatory offer under the Takeovers Code.

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APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE MANDATE

The Directors do not intend to exercise the Repurchase Mandate to such an extent that would trigger the mandatory offer obligation under the Takeovers Code, neither do the Directors have any intention to exercise the Repurchase Mandate to such an extent that would result in the Company's non-compliance with the public float requirements under Rule 8.08 of the Listing Rules.

PRICES OF THE SHARES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

		Shares
	Highest	Lowest
	HK$	HK$
2019
July	0.1130	0.1030
August	0.1080	0.0920
September	0.1020	0.0900
October	0.0940	0.0800
November	0.0840	0.0760
December	0.1180	0.0720
2020
January	0.0910	0.0720
February	0.0850	0.0700
March	0.0820	0.0600
April	0.0980	0.0580
May	0.0830	0.0640
June	0.0750	0.0640
July (up to the Latest Practicable Date)	0.0760	0.0640

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NOTICE OF ANNUAL GENERAL MEETING

PYI Corporation Limited

(Incorporated in Bermuda with limited liability)

(Stock code: 498)

NOTICE IS HEREBY GIVEN that the annual general meeting 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, 4 September 2020 at 10:30 a.m. (in the event that a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at or after 7:30 a.m. on 4 September 2020 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on 4 September 2020 that either one of the abovementioned warnings is to be issued within the next two hours, at the time and place and on the day as set out in Note 4 below) for the following purposes:

1. To receive, consider and adopt the audited financial statements and the reports of the directors and the independent auditor for the year ended 31 March 2020.
2. To re-elect retiring directors and to fix the directors' remuneration.
3. To re-appoint auditor and to authorise the board of directors to fix its remuneration.
4. As special business, to consider and, if thought fit, to pass the following resolutions as ordinary resolutions of the Company:
5. 1. ''THAT:
   2. 1. subject to sub-paragraph (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) 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 warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws and the bye-laws of the Company, be and is hereby generally and unconditionally approved;
      2. the approval in sub-paragraph (i) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
      3. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approvals in sub-paragraphs (i) and (ii) of this resolution, otherwise than pursuant to a Rights Issue (as hereinafter defined) or an issue of shares of the Company under the

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NOTICE OF ANNUAL GENERAL MEETING

share option scheme of the Company or an issue of shares upon exercise of subscription rights attached to warrants which may be issued by the Company or an issue of shares of the Company by way of any scrip dividend pursuant to the bye-laws of the Company from time to time, shall not exceed 20% of the aggregate number of shares of the Company in issue on the date of passing this resolution, and the said approval shall be limited accordingly; and

1. for the purpose of this resolution:
   ''Relevant Period'' means the period from the date of passing this resolution until whichever is the earliest of:
2. 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 of Bermuda to be held; or
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company 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 Hong Kong).''

1. ''THAT:
2. 1. subject to sub-paragraph (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the approval in sub-paragraph (i) of this resolution shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the directors;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. the aggregate number of shares of the Company which the directors of the Company are authorised to repurchase pursuant to the approval in sub-paragraphs (i) and (ii) of this resolution shall not exceed 10% of the aggregate number of shares of the Company in issue on the date of passing this resolution, and the said approval shall be limited accordingly; and
   2. for the purpose of this resolution:
      ''Relevant Period'' means the period from the date of passing this resolution until whichever is the earliest of:
   3. 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 of Bermuda to be held; or
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
2. ''THAT conditional upon resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting being passed, the aggregate number of issued shares of the Company which are repurchased by the Company under the authority granted to the directors of the Company pursuant to and in accordance with the said resolution numbered 4(B) above shall be added to the aggregate number of shares of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the directors of the Company pursuant to and in accordance with the resolution numbered 4(A) as set out in the notice convening this meeting.''

5. To transact any other ordinary business of the Company.

	By order of the Board
	PYI Corporation Limited
	Ho Sze Nga, Maggie
	Company Secretary
Hong Kong, 29 July 2020
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

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company 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 meeting is enclosed. The form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarized copy of such power or authority, shall be deposited at the Company's principal place of business in Hong Kong at 33rd Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.
3. For the purpose of ascertaining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, 1 September 2020 to Friday, 4 September 2020, 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 meeting, all transfer document(s), accompanied by the relevant share certificate(s), must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 31 August 2020.
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 4 September 2020 and/or the Hong Kong Observatory has announced at or before 7:30 a.m. on 4 September 2020 that either one of the abovementioned warnings is to be issued within the next two hours, the meeting as convened by this notice shall automatically be postponed to 11 September 2020 (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 meeting shall be held at 10:30 a.m. on the Re-scheduled Day at 11th 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 directors of the Company are:

Mr Lau Tom Ko Yuen	:	Chairman and Managing Director
Mr Sue Ka Lok	:	Executive Director
Ms Wu Yan Yee	:	Executive Director
Mr Chan Shu Kin	:	Independent Non-Executive Director
Ms Wong Lai Kin, Elsa	:	Independent Non-Executive Director
Mr Leung Chung Ki	:	Independent Non-Executive Director

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NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR ANNUAL 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 annual general meeting of the Company (the ''AGM'') to be held on 4 September 2020 at 10:30 a.m. to protect attending shareholders of the Company (the ''Shareholder(s)''), staff and other stakeholders from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
2. the Company requests attendees to wear surgical face masks inside the AGM venue at all times;
3. no refreshments or drinks will be served; and
4. 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 AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

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 AGM 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 AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

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