EVA Precision Industrial : PROPOSALS FOR (1) RE-ELECTION OF RETIRING DIRECTORS AND (2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") take no responsibility for the contents of this document, 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 document.

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

If you have sold or transferred all your shares in EVA Precision Industrial Holdings Limited (the "Company"), you should at once hand this document, together with the form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

EVA Precision Industrial Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 838)

PROPOSALS FOR

1. 1. RE-ELECTIONOF RETIRING DIRECTORS AND
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

A letter from the chairman of the Company is set out on pages 3 to 8 of this document. A notice convening the annual general meeting of the shareholders of the Company to be held at Tactic Room I, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 18 May 2021 at 3:00 p.m. is set out on pages 12 to 15 of this document.

A form of proxy for the said meeting is enclosed with this document. Whether or not you intend to be present at the said meeting, you are requested to complete the form of proxy and return it to the principal place of business of the Company at Unit 8, 6th Floor, Greenfield Tower, Concordia Plaza, No. 1 Science Museum Road, Kowloon, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the annual general meeting or any adjournment thereof (as the case may be). The completion and return of a form of proxy will not preclude you from attending and voting at the said meeting in person.

19 April 2021

	CONTENTS
		Page
DEFINITIONS . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE CHAIRMAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I -	EXPLANATORY STATEMENT FOR
	THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II -	NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

- i -

DEFINITIONS

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

"2020 Annual Report"	the 2020 annual report of the Company
"AGM"	the annual general meeting of the Company to be held at Tactic
	Room I, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty,
	Hong Kong on Tuesday, 18 May 2021 at 3:00 p.m. or any
	adjournment thereof
"Articles"	the articles of association of the Company as amended from time to
	time
"Board"	the board of Directors or a duly authorized committee of the board
	of Directors
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	EVA Precision Industrial Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability and
	whose Shares are listed on the main board operated by the Stock
	Exchange
"Companies Ordinance"	the Companies Ordinance (Cap. 622 of the Laws of Hong Kong)
"controlling Shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) from time to time of the Company
"Group"	the Company and its subsidiaries from time to time
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	13 April 2021, being the latest practicable date prior to the printing
	of this document for ascertaining certain information for inclusion
	in this document
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
"Option"	an option to subscribe for Shares granted under the Share Option
	Scheme
"PRC"	The People's Republic of China

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	DEFINITIONS
"SFO"	the Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)
"Share Option Scheme"	the share option scheme of the Company adopted by the Company
	on 21 May 2015
"Shareholder(s)"	shareholder(s) of the Company
"Share(s)"	ordinary share(s) of $0.1 each in the share capital of the Company
	(or of such other nominal amount as comprising the ordinary share
	capital of the Company as shall result from a sub-division or a
	consolidation of the share capital of the Company from time to
	time)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial Shareholder"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.

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LETTER FROM THE CHAIRMAN

EVA Precision Industrial Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 838)

Executive Directors:	Registered Office:
Zhang Hwo Jie (Chairman)	Cricket Square
Zhang Jian Hua (Vice Chairman)	Hutchins Drive
Zhang Yaohua (Chief Executive Officer)	P.O. Box 2681
	Grand Cayman KY1-1111
Independent Non-executive Directors:	Cayman Islands
Lam Hiu Lo
Chai Ngai Chiu Sunny	Principal place of business
Ling Kit Sum	in Hong Kong:
	Unit 8, 6th Floor
	Greenfield Tower
	Concordia Plaza
	No. 1 Science Museum Road
	Kowloon Hong Kong
	19 April 2021
To the Shareholders and, for information only,
holders of Options
Dear Sir or Madam,

PROPOSALS FOR

1. 1. RE-ELECTIONOF RETIRING DIRECTORS AND
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

The purpose of this document is to provide you with information regarding the resolutions to be proposed at the AGM involving (1) the re-election of the retiring Directors and (2) the grant to the Directors of general mandates to allot, issue and deal with additional Shares and to repurchase Shares.

(1) RE-ELECTION OF RETIRING DIRECTORS

In accordance with article no. 87 of the Articles, Mr. Zhang Jian Hua and Mr. Lam Hiu Lo will retire by rotation at the AGM and, being eligible, have offered themselves for re-election.

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LETTER FROM THE CHAIRMAN

In accordance with article no. 86(3) of the Articles, Ms. Ling Kit Sum will hold office as a director until the AGM and, being eligible, has offered herself for re-election.

The qualifications, previous experience and major appointments of all the Directors who stand for reelection at the AGM are set out in the "Directors and Senior Management Profile" section contained in the 2020 Annual Report which is sent to the Shareholders together with this document. The biographical details of each of the said Directors, as required to be disclosed pursuant to rule 13.74 of the Listing Rules, are set out below for the Shareholders' consideration.

1. Zhang Jian Hua (Former name: Wong Yat, Michael) (aged 46)

Mr. Zhang Jian Hua is the vice-chairman of the Group and is also a director of certain subsidiaries of the Company. He is one of the co-founders of the Group in 1993 and was appointed as a Director on 14 September 2005. Mr. Zhang did not hold any directorship in other listed companies in the last three years.

Mr. Zhang is responsible for the Group's organisational structure, production facilities management and business risk monitoring. He previously worked for the tax bureau in Shenzhen, where he accumulated extensive experience in tax regulations and communications with government departments in China. He also possesses substantial experience in organisational planning, production facilities management and business risk monitoring in the industry of precision mould and component manufacturing.

As at the Latest Practicable Date, Mr. Zhang had personal interests in 664,000 Shares (within the meaning of Part XV of the SFO) and Options to subscribe for 35,000,000 Shares. Mr. Zhang is a brother of Mr. Zhang Hwo Jie and Mr. Zhang Yaohua, respectively the chairman of the Board and the chief executive officer of the Company. Save as disclosed above, Mr. Zhang does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders or hold any other position with the Company or any member of the Group.

Mr. Zhang has entered into a service agreement with the Company for a term of two years commencing on 1 April 2020 which can be terminated by either party giving the other not less than one month's written notice. Mr. Zhang is subject to retirement by rotation and re-election at the annual general meeting of the Company under the Articles.

2. Lam Hiu Lo (aged 59)

Mr. Lam Hiu Lo was appointed as an independent non-executive Director on 11 January 2013. He is also a member of the Company's audit committee and nomination committee, and a member and the chairman of the Company's remuneration committee. Mr. Lam does not hold any other position with the Company or any member of the Group or have any relationship with any other Directors, senior management or substantial or controlling Shareholders.

Mr. Lam has over 30 years of experience in sales and marketing in China. Over the years, he has successfully built up a strong business and personal network in China. Mr. Lam is currently an executive director of Planetree International Development Limited (formerly known as Yugang International Limited), a public company listed on the Stock Exchange. Save as disclosed above, Mr. Lam did not hold any directorship in other listed companies in the last three years.

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LETTER FROM THE CHAIRMAN

As at the Latest Practicable Date, Mr. Lam had personal interests (within the meaning of Part XV of the SFO) in Options to subscribe for 800,000 Shares.

Mr. Lam has entered into a service agreement with the Company for a term of two years commencing from 11 January 2021 which can be terminated by either party giving to the other party not less than one month's prior written notice. Mr. Lam is subject to retirement by rotation and re-election at the annual general meeting of the Company under the Articles.

3. Ling Kit Sum (Alias: Ling Imma Kit Sum) (aged 66)

Ms. Ling Kit Sum was appointed as an independent non-executive Director on 1 July 2020. She is also a member and the chairman of the Company's audit committee. Ms. Ling does not hold any other position with the Company or any member of the Group or have any relationship with any other Directors, senior management or substantial or controlling Shareholders.

Ms. Ling has over 30 years of experience in the field of auditing and accounting. She has been an assurance partner of PricewaterhouseCoopers before she retired from the partnership in June 2013. Ms. Ling is a council member of The Education University of Hong Kong and a board member of the Estate Agents Authority. She serves as a member of the Appeal Board Panel (Town Planning) and Hospital Governing Committee of Hospital Authority. Ms. Ling is a council member of The Hong Kong Federation of Youth Groups and an executive committee member of the Hong Kong Youth Hostels Association. She previously served as a board member of the Employees Compensation Assistance Fund Board (2006-2012). Ms. Ling is a member of Hong Kong Institute of Certified Public Accountants, Association of Chartered Certified Accountants, Chartered Professional Accountants, Canada, and Chartered Institute of Management Accountants. She is an accredited general mediator. Ms. Ling is also an independent non-executive director of Digital Hollywood Interactive Limited, Wise Ally International Holdings Limited and Raymond Industrial Limited, all of which are listed on the Stock Exchange. Save as disclosed above, Ms. Ling did not hold any directorship in other listed companies in the last three years.

As at the Latest Practicable Date, Ms. Ling does not have any interest in any Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.

Ms. Ling has entered into a service agreement with the Company for a term of two years commencing from 1 July 2020 which can be terminated by either party giving to the other party not less than one month's prior written notice. Ms. Ling is subject to retirement by rotation and re-election at the annual general meeting of the Company under the Articles.

Directors' Emoluments

1. Mr. Zhang Jian Hua is entitled under his service agreement to a basic annual salary of currently $5,760,000 and a fixed 1-monthyear-end bonus of $480,000.
2. Mr. Zhang Jian Hua is also entitled under his service agreement to:
3. 1. a discretionary year-end bonus of an amount to be determined by the Board and the remuneration committee of the Company;

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LETTER FROM THE CHAIRMAN

1. 1. participate in any bonus scheme that may be introduced by the Company; and
   2. participate in the mandatory provident fund scheme of the Company and may also be entitled to other employees' benefits, including bonus and car allowance.
2. Mr. Lam Hiu Lo is entitled under his service agreement to receive an annual director's fee of currently $160,000.
3. Ms. Ling Kit Sum is entitled under her service agreement to receive an annual director's fee of currently $160,000.
4. The emoluments of all Directors are determined on the basis of the relevant Director's experience, level of responsibilities within the Group and the current market situation.

Save for the information set out in this section and in the 2020 Annual Report, there is no other matter that needs to be brought to the attention of the Shareholders or any information that should be disclosed under paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules.

1. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

As the general mandates granted to the Directors to allot, issue, and deal with additional Shares and to repurchase Shares respectively pursuant to resolutions passed by the Shareholders at the Company's annual general meeting held on 15 June 2020 will lapse at the conclusion of the AGM, resolutions will be proposed at the AGM to renew the grant of these general mandates. The relevant resolutions, in summary, are:

• an ordinary resolution to grant to the Directors a general and unconditional mandate to allot, issue, and deal with additional securities of the Company (including, inter alia, offers, agreements, options, warrants or similar rights in respect thereof) not exceeding 20% of the aggregate number of the Company's issued Shares as at the date of passing the relevant resolution for the period from the close of the AGM until the conclusion of the next annual general meeting of the Company (or such earlier period as stated in the resolution) (the "Issue Mandate"). On the basis of 1,717,149,800 Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be issued or repurchased by the Company on or before the date of the AGM, the Company would be allowed under the Issue Mandate to issue a maximum of 343,429,960 Shares;
• an ordinary resolution to grant to the Directors a general and unconditional mandate to exercise all the powers of the Company to repurchase such number of Shares not exceeding 10% of the aggregate number of the Company's issued Shares as at the date of passing the relevant resolution for the period from the close of the AGM until the conclusion of the next annual general meeting of the Company (or such earlier period as stated in the resolution) (the "Repurchase Mandate"). On the basis of 1,717,149,800 Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be issued or repurchased by the Company on or before the date of the AGM, the exercise of the Repurchase Mandate in full would result in up to 171,714,980 Shares being repurchased by the Company; and

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LETTER FROM THE CHAIRMAN

• conditional on the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution to authorise the Directors to exercise the powers of the Company to allot, issue, and deal with additional securities under the Issue Mandate by adding those Shares repurchased by the Company pursuant to the Repurchase Mandate.

The explanatory statement providing the requisite information regarding the Repurchase Mandate as required to be sent to Shareholders under the Listing Rules is set out in Appendix I to this document.

1. AGM AND POLL PROCEDURES

The notice convening the AGM is set out in Appendix II to this document. At the AGM, amongst others, ordinary resolutions will be proposed to approve (i) the re-election of the retiring Directors and (ii) the granting of the Issue Mandate and the Repurchase Mandate.

A form of proxy for use at the AGM is enclosed with this document. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's principal place of business at Unit 8, 6th Floor, Greenfield Tower, Concordia Plaza, No. 1 Science Museum Road, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM should you so wish.

Pursuant to rule 13.39(4) of the Listing Rules, any votes of the Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions to be proposed at the AGM will be voted by way of a poll by the Shareholders.

1. RECOMMENDATION

The Directors consider that the proposed resolutions regarding the re-election of the retiring Directors and the granting of the Issue Mandate and the Repurchase Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the proposed resolutions.

1. PRECAUTIONARY MEASURES FOR THE AGM IN VIEW OF THE CORONAVIRUS EPIDEMIC

In view of the ongoing novel coronavirus disease ("COVID-19") epidemic, and in order to better protect the safety and health of Shareholders, a series of epidemic precautionary measures will be implemented at the venue of the AGM:.

1. compulsory body temperature check will be conducted for every person at the entrance of the venue of AGM. Any person with a body temperature of over 37.5 degree Celsius will not be admitted to the venue; and
2. every person is required to wear facial mask at the venue of the AGM.

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LETTER FROM THE CHAIRMAN

Furthermore, the Company will not serve refreshment at the AGM to avoid the coming into close contact amongst the participants.

The Company wishes to remind Shareholders and other participants who will attend the AGM in person to take personal precautions and abide by the requirements of epidemic precaution and control at the venue of the AGM. The Company also advises Shareholders to attend and vote at the AGM by way of non- physical presence. The Shareholders may choose to vote by filling in and submitting the relevant proxy form of the AGM, and appoint the chairman of the AGM as a proxy to vote on relevant resolution(s) as instructed in accordance with the relevant proxy form instead of attending the AGM in person. For more details, please refer to the proxy form for the AGM.

Yours faithfully,

Zhang Hwo Jie

Chairman

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APPENDIX I	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

This is the explanatory statement required by rule 10.06(1)(b) of the Listing Rules to be given to all Shareholders relating to a resolution to be proposed at the AGM authorizing the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 1,717,149,800 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased by the Company on or before the date of the AGM, could result in up to 171,714,980 Shares being repurchased by the Company during the period from the passing of the resolution relating to the Repurchase Mandate up to the earliest of

1. the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; and (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles and the applicable laws of the Cayman Islands. Such funds include profits available for distribution.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts as contained in the 2020 Annual Report) in the event that the Repurchase Mandate is exercised in full. However, 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 on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors or any of their respective close associates have a present intention, in the event that the Repurchase Mandate is approved and exercised, to sell Shares to the Company. No core connected persons have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved and exercised.

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APPENDIX I	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company and the Articles and the applicable laws of the Cayman Islands.

7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, approximately 39.12% of the issued Shares was held by Prosper Empire Limited which is wholly-owned by Mr. Zhang Hwo Jie and his brother, Mr. Zhang Yaohua, respectively the chairman of the Group and an executive Director. In addition, Mr. Zhang Hwo Jie and Mr. Zhang Yaohua had or were taken or deemed to have an aggregate interest of approximately 3.81% of the issued Shares.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the number of issued Shares would be increased from 39.12% to 43.47% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeovers Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in an mandatory offer.

The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.

8. SHARE REPURCHASES MADE BY THE COMPANY

During the six months immediately preceding the Latest Practicable Date, the Company has not repurchased any Shares (whether on the Stock Exchange or otherwise).

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APPENDIX I	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

9. SHARE PRICES

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

	Highest	Lowest
	($)	($)
April 2020	0.500	0.455
May 2020	0.490	0.410
June 2020	0.440	0.395
July 2020	0.435	0.360
August 2020	0.550	0.375
September 2020	0.550	0.400
October 2020	0.500	0.445
November 2020	0.550	0.460
December 2020	0.710	0.590
January 2021	1.240	0.540
February 2021	0.890	0.680
March 2021	0.780	0.630
April 2021 (up to the Latest Practicable Date)	0.850	0.680

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APPENDIX II

NOTICE OF AGM

EVA Precision Industrial Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 838)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of EVA Precision Industrial Holdings Limited (the "Company") will be held at Tactic Room I, 24/F., Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 18 May 2021 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2020.
2. (A) To re-elect Mr. Zhang Jian Hua as an executive director;
3. 1. To re-elect Mr. Lam Hiu Lo as an independent non-executive director;
   2. To re-elect Ms. Ling Kit Sum as an independent non-executive director; and
   3. To authorise the directors to fix the remuneration of the directors for the year ending 31 December 2021.
4. To re-appoint auditor and to authorise the board of directors to fix its remuneration.
5. As special business to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

4.A. "THAT:

1. subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or warrants or similar rights to subscribe for any shares in the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;

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APPENDIX II

NOTICE OF AGM

1. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to the shares of the Company issued as a result of a Rights Issue or pursuant to the exercise of options under the share option schemes of the Company or similar arrangement, or any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the Company's Articles of Association, shall not exceed 20 per cent. of the aggregate number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
2. for the purposes of this resolution:
   "Relevant Period" means the period from the date of passing of 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 Articles of Association of the Company or any applicable laws of the Cayman Islands to be held; or
   3. revocation or variation of the authority given under this resolution by 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 of the Company on the register on a fixed record date in proportion to their holdings of such shares (subject to such exclusions 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)."

4.B. "THAT:

1. subject to paragraph (b), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to repurchase shares 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 requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;

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APPENDIX II

NOTICE OF AGM

1. the aggregate number of shares of the Company to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate number of the issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
2. the expression "Relevant Period" shall for the purposes of this resolution have the same meaning as assigned to it under ordinary resolution 4.A.(d) of this notice."

4.C. "THAT conditional upon resolutions 4.A. and 4.B. above being passed, the aggregate number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in resolution 4.B. above shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution 4.A., provided that the number of shares repurchased by the Company shall not exceed 10 per cent. of the total number of the issued shares of the Company as at the date of this resolution."

By order of the Board

Lee Hiu Laam, Joyce

Secretary

Hong Kong, 19 April 2021

Principal office:

Unit 8, 6th Floor

Greenfield Tower

Concordia Plaza

No. 1 Science Museum Road

Kowloon

Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
2. In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or other authority, must be deposited at the principal place of business of the Company in Hong Kong at Unit 8, 6th Floor, Greenfield Tower, Concordia Plaza, No. 1 Science Museum Road, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the said meeting or adjourned meeting.
3. The register of members of the Company will be closed from Thursday, 13 May 2021 to Tuesday, 18 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the meeting, all transfers of shares of the Company accompanied by the relevant share certificates and transfer forms must be lodged with the Company's share registrar in Hong Kong, namely, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 12 May 2021.

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APPENDIX II

NOTICE OF AGM

4. In view of the ongoing novel coronavirus disease ("COVID-19") epidemic, and in order to better protect the safety and health of shareholders, a series of epidemic precautionary measures will be implemented at the venue of the meeting:

1. compulsory body temperature check will be conducted for every person at the entrance of the venue of the meeting. Any person with a body temperature of over 37.5 degree Celsius will not be admitted to the venue; and
2. every person is required to wear facial mask at the venue of the meeting.

Furthermore, the Company will not serve refreshment at the meeting to avoid the coming into close contact amongst the participants.

The Company wishes to remind shareholders and other participants who will attend the meeting in person to take personal precautions and abide by the requirements of epidemic precaution and control at the venue of the meeting. The Company also advises shareholders to attend and vote at the meeting by way of non-physical presence. The shareholders may choose to vote by filling in and submitting the relevant proxy form of the meeting, and appoint the chairman of the meeting as a proxy to vote on relevant resolution(s) as instructed in accordance with the relevant proxy form instead of attending the meeting in person. For more details, please refer to the proxy form for the meeting.

5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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