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FUJIAN HOLDINGS LIMITED

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Fujian : PROPOSALS FOR GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

04/20/2021 | 06:05am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Fujian Holdings Limited (the ''Company''), you should at once hand this circular and the accompanying 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 the transferee.

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.

FUJIAN HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00181)

PROPOSALS

FOR GRANT OF GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

  1. A notice convening the annual general meeting of the Company to be held at 10:00 a.m. on Monday, 24 May, 2021 at SOHO 2, 6 Floor, IBIS HONG KONG CENTRAL & SHEUNG WAN HOTEL, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong or any adjournment thereof is set out on pages 13 to 17 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.fujianholdings.com) respectively.
  2. Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish but the authority of your proxy will be invalidated forthwith.

The AGM is being held at the IBIS Hong Kong Central & Sheung Wan Hotel. We understand that the hotel may refuse entry to the hotel by persons who fail temperatures checks. Persons so refused entry to the hotel will not be able to attend the AGM. Persons attending the AGM will be required to wear surgical face masks on entry to and throughout the meeting. Additional precautionary safety measures may also be adopted. Shareholders are in any event asked.

  1. to consider carefully the risk of attending the AGM, which will be held in an enclosed environment,
  2. to follow any guidelines or requirements of the Hong Kong government relating to COVID-19 in deciding whether or not to attend the AGM and
  3. not to attend the AGM if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

No refreshments will be served at the AGM. As a precautionary safety measure, seating at the AGM will be arranged so as to reduce interaction between participants. As a result, there will be limited capacity for shareholders to attend the AGM. Shareholders are reminded that attendance at the AGM in person is not necessary for the purpose of exercising voting rights. They may (as indicated in paragraph 1 above) appoint proxies to vote on their behalf.

Hong Kong, 21 April, 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

APPENDIX I - EXPLANATORY STATEMENT ON SHARE REPURCHASE . . . . . . . .

6

APPENDIX II - DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE

RE-ELECTED AT THE ANNUAL GENERAL MEETING . . . . . . . . .

9

NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

- i -

DEFINITIONS

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

''AGM''

the annual general meeting of the Company to be held at

10:00 a.m. on 24 May 2021 at SOHO 2, 6 Floor, IBIS HONG

KONG CENTRAL & SHEUNG WAN HOTEL, No. 28 Des

Voeux Road West, Sheung Wan, Hong Kong

''Articles''

the articles of association of the Company

''associate(s)''

has the meaning ascribed to it under the Listing Rules

''Board''

the board of directors or a duly authorised committee thereof

''Company''

Fujian Holdings Limited, a company incorporated in Hong

Kong with limited liability, the shares of which are listed on

the Stock Exchange

''connected person(s)''

''Director(s)''

''General Mandate''

''Group''

''Hong Kong''

''HC Tech''

''Latest Practicable Date''

has the meaning ascribed to it under the Listing Rules

the director(s) of the Company

the general and unconditional mandate proposed to be granted to the Directors to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of issued shares of the Company at the date of the passing of the relevant resolution granting the general mandate at the AGM

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the People's Republic of China

H.C Technology Capital Company Limited, a controlling shareholder, which beneficially holds 770,016,722 shares representing approximately 67.22% if the issued share capital of the Company

13 April, 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining information contained herein

''Listing Rules''

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited, as amended from time to

time

- 1 -

DEFINITIONS

''Repurchase Mandate''

the general and unconditional mandate proposed to be granted

to the Directors to repurchase the Shares not exceeding 10% of

the total number of issued shares of the Company as at the

date of passing the resolution granting such repurchase

mandate at the AGM

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the Laws

of Hong Kong), as amended from time to time

''Share(s)''

ordinary share(s) (may be divided or consolidated or converted

into) in the capital of the Company

''Shareholder(s)''

holder(s) of the Share(s) in issue

''Share Repurchase Rules''

the relevant rules set out in the Listing Rules to regulate the

repurchase by companies with primary listing on the Stock

Exchange of their own securities on the Stock Exchange

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''substantial shareholders''

has the meaning ascribed to it under the Listing Rules

''Takeovers Code''

the code on Takeover and Mergers as amended from time to

time and administered by the Securities and Future

Commission of Hong Kong

''HK$ and cents''

the lawful currency of Hong Kong, Hong Kong dollars and

cents respectively

''%''

percent

- 2 -

LETTER FROM THE BOARD

FUJIAN HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00181)

Executive Directors:

Registered Office:

Chen Yangbiao (Chairman)

Room 3306-8, 33rd Floor

Chen Danyun

West Tower

Chen Yang

Shun Tak Centre

200 Connaught Road Central

Non-executive Directors:

Hong Kong

Feng Qiang

Wang Ruilian

Weng Weijian

Independent Non-executive Directors:

Lam Kwong Siu

Ng Man Kung

Liu Mei Ling Rhoda

Hong Kong, 21 April, 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS

FOR GRANT OF GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed resolutions relating to (i) the granting of the General Mandate; (ii) the granting of the Repurchase Mandate; and (iii) the re-election of the retiring Directors, to enable you to make an informed voting decision.

- 3 -

LETTER FROM THE BOARD

At the AGM, ordinary resolutions will be proposed to grant to the Directors general and unconditional mandates to issue and repurchase securities of the Company since the previous granted on 27 May, 2020 to the Directors will expire at the AGM.

2. GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed to grant the Directors the General Mandate to allot, issue and deal with new Shares not exceeding 20% of the total number of issued shares of the Company as at the date of passing such resolution. Another ordinary resolution will be proposed to extend the aforesaid 20% limit by the number of Shares repurchased by the Company under the authority of the Repurchase Mandate not exceeding 10% of the total number of issued shares of the Company as at the date of passing of such resolution.

3. GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Repurchase Mandate to exercise all powers of the Company to repurchase Shares not exceeding 10% of the total number of issued shares of the Company as at the date of passing of such resolution. The Company's authority is restricted to the purchase of the Company's securities on the Stock Exchange and otherwise in accordance with the Listing Rules.

In accordance with the Share Repurchase Rules, which regulate the repurchase by companies with a primary listing on the Stock Exchange of their own securities, the Company is required to send to Shareholders an explanatory statement containing information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its own Shares. This explanatory statement is set out in Appendix I to this circular.

4. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Articles, Mr. Chen Yang, Mr. Feng Qiang and Ms. Liu Mei Ling Rhoda will retire from office at the AGM and, being eligible, offer themselves for re-election.

The abovementioned retiring Directors, being eligible, shall offer themselves for re-election at the Annual General Meeting. Details of such Directors are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING

Notice of the AGM to be held at 10:00 a.m. on Monday, 24 May 2021 at SOHO 2, 6 Floor, IBIS HONG KONG CENTRAL & SHEUNG WAN HOTEL, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong, is set out on pages 13 to 17 of this circular, at which, among others things, the resolutions relating to the General Mandate and the Repurchase Mandate will be proposed to the Shareholders.

- 4 -

LETTER FROM THE BOARD

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll under Rule 13.39(4) of the Listing Rules. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible in accordance with the instructions printed thereon and in any event not less than 48 hours before the time appointed for holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish but the authority of your proxy will be invalidated forthwith.

6. RESPONSIBILITY STATEMENT

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

7. RECOMMENDATION

The Directors believe that the granting of the General Mandate, the granting of the Repurchase Mandate and the re-election of the said Directors are in the best interests of the Company and the Shareholders as a whole and recommend you to vote in favour of such resolutions to be proposed at the AGM.

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Explanatory Statement on Share Repurchase) and Appendix II (Details of the Retiring Directors Proposed to be Re-elected at the AGM) to the circular.

Yours faithfully,

By order of the Board

Fujian Holdings Limited

Chen Yangbiao

Chairman

- 5 -

APPENDIX I EXPLANATORY STATEMENT ON SHARE REPURCHASE

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares of the Company not exceeding 10% of the total number of issued shares of the Company at the date of passing resolution number 5 (the ''Ordinary Resolution'') referred to in the notice convening the AGM dated 24 May, 2021.

1. SHAREHOLDERS' APPROVAL

The Share Repurchase Rules provide that all on-market share repurchase made by the Company with and its primary listing on the Stock Exchange must be of fully paid up shares and approved in advance by an ordinary resolution, either by way of a general mandate or by special approval in relation to specific transactions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued and fully paid-up share capital of the Company comprised 1,145,546,000 Shares.

Subject to the passing of the Ordinary Resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed to repurchase a maximum of 114,554,600 Shares.

3. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchase may, depending on market conditions and funding arrangement at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

4. FUNDING ANP IMPACT OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Articles and all applicable laws of Hong Kong.

The Directors consider that there may be material adverse effect on the working capital and the gearing position of the Company (as compared with the position disclosed in the Company's latest published audited accounts for the year ended 31 December, 2020), if any the Repurchase Mandate is exercised in full during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in any circumstances, have a material adverse effect on the working capital or the gearing position which in the opinion of the Directors from time to time appropriate for the Company.

- 6 -

APPENDIX I EXPLANATORY STATEMENT ON SHARE REPURCHASE

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Hong Kong, the memorandum of association of the Company and the Articles.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell Shares to the Company or its subsidiaries under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined under the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company or its subsidiaries, or that they have undertaken not to do, in the event that the Repurchase Mandate is approved by the Shareholders.

6. TAKEOVERS CODE

If as a result of a repurchase of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of its or their shareholding, 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 substantial shareholders, HC Tech and parties acting in concert with it are interested in Shares, representing approximately 68.70% of the issued Shares. In the event the repurchase of shares under the Repurchase Mandate is exercised in full, the aggregate shareholding of HC Tech and parties acting in concert with it will be increased to approximately 76.33% of the issued Shares. The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate. The Directors have no intention of exercising the power to repurchase shares pursuant to the Repurchase Mandate to such extent as would result in the level of shareholdings in the Company held by public shareholders falling below 25%. Pursuant to the undertaking given by HC Tech and parties acting in concert with it, in the event if the Repurchase Mandate is exercised and resulted the public shareholdings fall below the minimum prescribed percentage of 25% laid down in Rule 8.08 of the Listing Rules, HC Tech and its acting in concert will place out such number of shares so as to reduce their aggregate shareholding to 75% or less of the issued capital of the Company. Save as aforesaid, Directors are not aware of any other consequences which would arise under the Takeovers Code as a result of any repurchase of shares pursuant to the Repurchase Mandate.

- 7 -

APPENDIX I EXPLANATORY STATEMENT ON SHARE REPURCHASE

7. SHARE PRICES

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

Shares

Highest

Lowest

HK$

HK$

2020:

April

0.201

0.181

May

0.200

0.200

June

0.200

0.188

July

0.200

0.192

August

0.192

0.180

September

0.193

0.174

October

0.174

0.169

November

0.171

0.169

December

0.169

0.153

2021:

January

0.169

0.146

February

0.162

0.146

March

0.162

0.147

April (up to the Latest Practicable Date)

0.165

0.160

8. SHARES REPURCHASES MADE BY COMPANY

No purchase of Shares has been made by the Company in the six months prior to the Latest Practicable Date, whether on the Stock Exchange or otherwise.

- 8 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS

PROPOSED TO BE RE-ELECTED AT THE AGM

  1. Mr. Chen Yang

Mr. CHEN Yang, aged 56, is the Executive Director and Vice General Manager of the Company. Mr. Chen joined the Group in June 2015 and assists the general manager in the daily operations of the Group.

Mr. Chen has approximately 30 years' experience in finance management. Mr. Chen has taken up a number of management posts, including a vice general manager of Fuzhou Harmony Piano Co., Ltd. (福州和聲鋼琴股份有限公司), a vice general manager of the finance department of Fujian Huamin Industrial Group Company Limited (福建華閩實業(集 團)有限公司) and the financial controller of Fujian Investment and Development Company Limited. Mr. Chen obtained his bachelor degree in economics from Xiamen University in the PRC. Mr. Chen is a senior economist.

Length of service

Mr. Chen's service with the Company does not have a fixed term but he is subject to the retirement by rotation pursuant to the amended and restated articles of association of the Company. Pursuant to the service contract entered into between Mr. Chen and the Company, Mr. Chen is entitled to receive a salary of HK$585,000 per annum (including basic salaries and other benefits). The emoluments of Mr. Chen are determined by reference to his qualifications expenses and responsibilities and are subject to review by the Board from time to time. In the financial year ended 31 December, 2020, Mr. Chen received HK$585,000 during the period under review.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen was not interested or deemed to be interested in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Relationships

As far as the Directors are aware, Mr. Chen does not have any relationships with any other Director, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information of Mr. Chen which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

- 9 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS

PROPOSED TO BE RE-ELECTED AT THE AGM

  1. Mr. Feng Qiang

Mr. FENG Qiang, aged 54, is the assistant of General Manager of Fujian Tourism Development Group Company Limited ("FTDC"), the Director of Investment and Planning Department of FTDC, the chairman and general manager of Fujian Tourism Investment Holdings Company Limited. Mr. Feng joined the Group in January 2005.

He spent years of research in the Chinese Academy of Social Science at Fujian for corporate strategies and reforms. He also has practical experience in corporate investment planning, operational management and corporate restructuring during his service in the government of Fujian Province and its related companies. Mr. Feng has over 30 years' corporation and investment management experience.

Mr. Feng has a bachelor degree in economics from Shanghai University of Finance and Economics.

Length of service

There is no service contract between Mr. Feng and the Company. Mr. Feng service with the Company does not have a fixed term, nor does he receive any emolument for being the non-executive Director of the Company, but he is subject to the retirement by rotation pursuant to the amended and restated articles of association of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Feng was not interested or deemed to be interested in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Relationships

As far as the Directors are aware, Mr. Feng does not have any relationships with any other Director, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information of Mr. Feng which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Feng that need to be brought to the attention of the Shareholders.

- 10 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS

PROPOSED TO BE RE-ELECTED AT THE AGM

  1. Ms. Liu Mei Ling Rhoda

Ms. LIU Mei Ling Rhoda, aged 59, joined the Group on 1 January 2019 as independent non-executive director, chairman of audit committee, and committee member of nomination committee and remuneration committee.

Ms. Liu is a Member of the Canadian Institute of Chartered Professional Accountants, Fellow Practicing Member of the Hong Kong Institute of Certified Public Accountants, Fellow Member of the Taxation Institute of Hong Kong, and Fellow Member of the Hong Kong Institute of Directors. Ms. Liu holds a Bachelor of Art Degree in Finance and Commercial Studies from University of Western Ontario in Canada, Professional Degree in China Law from Tsinghua University in China, and a Master of Business Administration Degree from McMaster University in Canada. Ms. Liu is currently a Practicing Certified Public Accountant in Hong Kong and sole proprietor of Liu & Wong, Certified Public Accountants. Ms. Liu is an independent non-executive director and the chairperson of the audit committee of Modern Health Technology Holdings Limited (Stock code: 919).

Ms. Liu is a member of the 12th Liaoning Provincial Committee of The Chinese People's Political Consultation Conference.

Length of service

Pursuant to the letter of appointment issued by the Company to Ms. Liu was reappointed one on 1 January, 2021 with a term of two years, expiring on 31 December, 2022. She is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the amended and restated articles of association of the Company. In the financial year ended 31 December, 2020, Ms. Liu received a total emolument of HK$120,000.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Liu was not interested or deemed to be interested in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the service contract entered into between Ms. Liu and the Company, Ms. Liu is entitled to receive a salary of HK$120,000 per annum. The emoluments of Ms. Liu are determined with reference to his duties, responsibilities and time commitment and the Company's remuneration policy and are subject to review by the Board from time to time.

- 11 -

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS

PROPOSED TO BE RE-ELECTED AT THE AGM

Relationships

As far as the Directors are aware, Ms. Liu does not have any relationships with any other Director, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information of Ms. Liu which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Ms. Liu that need to be brought to the attention of the Shareholders.

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

FUJIAN HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00181)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of Fujian Holdings Limited (the ''Company'') will be held at SOHO 2, 6 Floor, IBIS HONG KONG CENTRAL & SHEUNG WAN HOTEL, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Monday, 24 May 2021 at 10:00 a.m. for the following purposes:

As Ordinary Business:

  1. To receive, consider and adopt the audited financial statements of the Company and its subsidiaries and the Reports of the Directors and Auditors for the year ended 31 December, 2020;
  2. (i) To re-elect Mr. Chen Yang as Director;
    1. To re-elect Mr. Feng Qiang as Director;
    2. To re-elect Ms. Liu Mei Ling Rhoda as Director;
    3. To authorise the Board of Directors to fix the Directors' remuneration;
  3. To appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorize the board of directors to fix their remuneration;

As Special Business:

To consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:

4. ''THAT:

  1. subject to paragraph (c) 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 share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, notes, debentures and other securities which carry rights to subscribe for or are convertible into shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

  1. the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
  2. the aggregate number of Shares issued and allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option, warrants or otherwise) by the Directors of the Company pursuant to the authority in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or
    1. an issue of shares upon the exercise of options granted under any share option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares in the Company, or (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time, or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants of the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent of the total number of issued shares of the Company at the date of passing this Resolution, and the said approval shall be limited accordingly; and
  3. for the purpose of this Resolution:
    ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earliest of:
    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 Companies Ordinance or the articles of association of the Company to be held; and
    3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company;

''Rights issue'' means an offer of shares in the share capital of the Company open for a period fixed by the Directors of the Company to holders of shares whose names appear on the register of members of the Company 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 applicable to the Company).''

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

  1. ''THAT:
    1. subject to paragraph (b) 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 shares of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong 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 of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
    2. the number of shares of the Company which the Company is authorized to repurchase pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent of the total number of issued shares of the Company at the date of passing this Resolution, and the said approval shall be limited accordingly; and
    3. for the purpose of this Resolution: ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earliest of:
      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 Companies Ordinance or the Articles of Association of the Company to be held; and
      3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.''
  2. ''THAT conditional upon the passing of Resolutions (4) and (5) as set out in the notice convening this meeting, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with shares in the Company pursuant to Resolution (4) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors of the Company pursuant to such general mandate of a number representing the aggregate number of shares repurchased by the Company pursuant to the mandate to repurchase shares of the Company as referred to in Resolution (5) set out in the notice convening this meeting, provided that such extended number of shares shall not exceed 10 per cent of the total number of issued shares of the Company at the date of passing this Resolution.''

By Order of the Board

Chen Yangbiao

Chairman

Hong Kong, 21 April, 2021

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. A member of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his/ her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the AGM. A proxy need not be a member of the Company.
  2. In the case of joint holders of a share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto in the AGM, but if more than one of such joint holders are present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  3. To be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time of the AGM.
  4. For the purposes of determining shareholders' eligibility to attend and vote at the meeting, the register of members of the Company will be closed. Details of such closures are set out below:

Latest time to lodge transfer documents for registration

4:30 p.m. on 17

May, 2021

Closure of register of members

18 to 24 May, 2021 (both days inclusive)

Record date

24

May, 2021

During the above closure periods, no transfer of shares will be registered. To be eligible to attend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's share registrar, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than the aforementioned latest time.

  1. In the event that a black rainstorm warning signal or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at any time after 7:00 a.m. on the date of the AGM, the AGM will be adjourned until further notice.
  2. If a black rainstorm warning signal or tropical cyclone warning signal number 8 or above is cancelled at or before 06:30 a.m. on the date of the AGM, and where conditions permit, the AGM will be held as scheduled.
  3. In relation to resolution no. 2 in this notice, Mr. Chen Yang, Mr. Feng Qiang and Ms. Liu Mei Ling Rhoda will retire at the AGM and will be eligible for re-election. Details of the above Directors that are required to be disclosed under the Rules Governing the Listing of Securities on The Stock Exchange are set out in Appendix II to the circular of the Company.
  4. In relation to the ordinary resolutions set out in resolutions no. 4, 5 and 6 of the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company.
  5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the AGM convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
  6. Further announcement notifying shareholders of the Company of details (including the date, time and venue) of any adjourned meeting will be posted on the websites of The Stock Exchange of Hong Kong Limited and the Company.

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

  1. As at the date of this notice, the existing Board of Directors comprises nine Directors, including three Executive Directors, namely Mr. Chen Yangbiao, Ms. Chen Danyun and Mr. Chen Yang, three Non-executive Directors, namely Mr. Feng Qiang, Mr. Wang Ruilian and Ms. Weng Weijian and three Independent Non-executive Directors, namely Mr. Lam Kwong Siu, Mr. Ng Man Kung and Ms. Liu Mei Ling Rhoda.
  2. Taking into account of the recent development of the epidemic COVlD-19, the Company will implement the following prevention and control measures at the AGM against the epidemic to protect the Shareholders from the risk of infection:
    1. Compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue;
    2. Every Shareholder or proxy is required to wear surgical facial mask throughout the meeting; and
    3. No refreshment will be served.

Furthermore, the Company wishes to advise the Shareholders, particularly Shareholders who are subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the AGM as a proxy to vote on the resolution, instead of attending the AGM in person.

- 17 -

Disclaimer

Fujian Holdings Limited published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 10:04:06 UTC.


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Rui Lian Wang Co-CEO & Non-Executive Director
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