JY Grandmark : RE-ELECTION OF RETIRING DIRECTORS; GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

April 14, 2021 at 06:19 pm EDT

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 any 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 JY Grandmark Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

JY GRANDMARK HOLDINGS LIMITED

景業名邦集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2231)

RE-ELECTION OF RETIRING DIRECTORS;

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES;

AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this circular shall have meanings as defined in the section headed "Definitions" in this circular.

A notice convening the AGM of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 May 2021 at 2:30 p.m. is set out on pages 41 to 46 of this circular.

A form of proxy for the AGM is also 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.jygrandmark.com). Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting (no later than 2:30 p.m. on Tuesday, 25 May 2021 (Hong Kong time)) or adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish. In such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the Coronavirus Disease 2019 (COVID-19) pandemic, the following precautionary measures will be implemented at the AGM:

compulsory temperature screening/checks;
wearing of surgical face mask; and
no distribution of corporate gifts or refreshments.

Attendees who do not comply with the precautionary measures referred to in (1) and (2) above may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their forms of proxy by the time specified above, instead of attending the AGM in person.

15 April 2021

		CONTENTS
			Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . .	1
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD
INTRODUCTION	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .	7
GRANTING OF THE ISSUE MANDATE, THE REPURCHASE MANDATE
AND THE EXTENSION MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
PROPOSED FINAL DIVIDEND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . .	9
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
TYPHOON OR BLACK RAINSTORM WARNING ARRANGEMENTS . . . . . .	11
VOTING PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
PROXY . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX I	-	INFORMATION ON THE RETIRING DIRECTORS
		PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . .	13
APPENDIX II	-	EXPLANATORY STATEMENT FOR
		THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . .	16
APPENDIX III	-	DETAILS OF THE PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . .	19
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

With the outbreak and spreading of the Coronavirus Disease 2019 (COVID-19) pandemic and the heightened requirements for the prevention and control of its spreading, to safeguard the health and safety of Shareholders who might be attending the AGM in person, the Company will implement the following precautionary measures at the AGM.

Voting by proxy in advance of the AGM: The Company does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect Shareholders from possible exposure to the Coronavirus Disease 2019 (COVID-19) pandemic. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy instead of attending the AGM in person. Physical attendance is not necessary for the purpose of exercising Shareholder rights. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should they subsequently so wish.

The deadline to submit completed forms of proxy is 2:30 p.m. on Tuesday, 25 May

2021. Completed forms of proxy must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

Shareholders are strongly encouraged to cast their votes by submitting a form of

proxy and appointing the Chairman of the AGM as their proxy.

To safeguard the health and safety of Shareholders who might be attending the AGM in person, the Company will also implement the following measures at the AGM:

Compulsory temperature screening/checks will be carried out on every attendee at the main entrance of United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong (the "AGM venue"). Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue.
Every attendee will be required to wear a surgical face mask throughout the AGM and sit at a safe distance from other attendees. Please note that no masks will be provided at the AGM venue and attendees should bring and wear their own masks.
There will be no corporate gifts, and no refreshments or drinks will be served to attendees at the AGM.

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Attendees are requested to observe and practise good personal hygiene at the times at the AGM venue. 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 so as to ensure the health and safety of the attendees at the AGM.

Due to the constantly evolving Coronavirus Disease 2019 (COVID-19) pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at

jygrandmark.com for future announcements and updates on the AGM arrangements.

Appointment of proxy by non-registered Shareholders: Non-registeredShareholders whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.

If Shareholders have any questions relating to the AGM, please contact the Hong Kong share registrar as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

Telephone: +852 2862 8555

Facsimile: +852 2865 0990

Website: www.computershare.com/hk/contact

- 2 -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context

requires otherwise:

"2020 Proposed Final Dividend"	the proposed payment of a final dividend of RMB6.73
	cents per Share for the year ended 31 December 2020
"AGM"	the annual general meeting of the Company to be held
	at United Conference Centre, 10/F., United Centre, 95
	Queensway, Admiralty, Hong Kong on Thursday, 27
	May 2021 at 2:30 p.m.
"AGM Notice"	the notice convening the AGM set out on pages 41 to
	46 of this circular
"Articles"	the amended and restated articles of association of the
	Company currently in force, as amended from time to
	time
"Audit Committee"	the audit committee of the Company
"Board"	the board of Directors
"close associates"	has the meaning ascribed thereto in the Listing Rules
"Company"	JY Grandmark Holdings Limited (景業名邦集團控股有
	限公司), a company incorporated in the Cayman
	Islands and whose Shares are listed on the Main Board
	of the Stock Exchange
"core connected person"	has the meaning ascribed thereto in the Listing Rules
"Director(s)"	the director(s) of the Company
"Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that any Shares
	repurchased under the Repurchase Mandate will be
	added to the total number of Shares which may be
	allotted and issued under the Issue Mandate
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC

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	DEFINITIONS

"Issue Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the powers of the
	Company to allot, issue and deal with Shares in the
	manner as set out in ordinary resolution no.6(1) in the
	AGM Notice
"Latest Practicable Date"	7 April 2021, being the latest practicable date before
	the printing of this circular for ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Mr. Chan"	Mr. Chan Sze Ming Michael, the chairman and one of
	the executive Directors who will retire from office by
	rotation and offer himself for re-election at the AGM
"Mr. Ma"	Mr. Ma Ching Nam, an independent non-executive
	Director who will retire from office by rotation and
	offer himself for re-election at the AGM
"Ms. Zheng"	Ms. Zheng Catherine Wei Hong (alias 鄭紅)
	(previously known as Zheng Weihong, 鄭衛紅), the
	president and one of the executive Directors who will
	retire from office by rotation and offer herself for
	re-election at the AGM
"Nomination Committee"	the nomination committee of the Company
"PRC" or "China"	the People's Republic of China, which for the
	purposes of this circular excludes Hong Kong, the
	Macau Special Administrative Region of the PRC and
	Taiwan region
"Proposed Amendments"	the proposed amendments to the Articles as set out in
	Appendix III to this circular
"Remuneration Committee"	the remuneration committee of the Company
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all the powers of
	the Company to repurchase Shares in the manner as
	set out in ordinary resolution no. 6(2) in the AGM
	Notice
"RMB"	Renminbi, the lawful currency of the PRC

- 4 -

	DEFINITIONS

"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share(s)"	ordinary share(s) of the nominal value of HK$0.01
	each in the capital of the Company
"Shareholder(s)"	holder(s) of the Shares
"Share Option Scheme"	the share option scheme conditionally approved and
	adopted by the Company on 13 November 2019
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share
	Buy-backs
"%"	per cent

For identification purpose only

For ease of reference, the names of companies and entities established in China have been included in this circular in English by way of translation if such Chinese entities do not have an English name as part of their legal name, and if there is any inconsistency between the Chinese names of the Chinese entities mentioned in this circular and their English translations, the Chinese version shall prevail.

- 5 -

LETTER FROM THE BOARD

JY GRANDMARK HOLDINGS LIMITED

景業名邦集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2231)

Executive Directors:	Registered office:
Mr. CHAN Sze Ming Michael (Chairman)	Cricket Square
Mr. LIU Huaxi (Vice-Chairman)	Hutchins Drive, PO Box 2681
Ms. ZHENG Catherine Wei Hong	Grand Cayman, KY1-1111
Mr. WU Xinping	Cayman Islands
Mr. XUE Shuangyou
Ms. WEI Miaochang	Principal place of business
	in Hong Kong:
Independent non-executive Directors:	Suites 3008-10, 30/F, Tower One
Mr. MA Ching Nam	Times Square, 1 Matheson Street
Mr. LEONG Chong	Causeway Bay
Mr. WU William Wai Leung	Hong Kong
	Principal place of business and
	head office in the PRC:
	JY Grandmark Building
	198 Guanjing Road
	Nancun Town
	Panyu District, Guangzhou City
	Guangdong Province,
	the PRC
	15 April 2021

Dear Sir/Madam,

RE-ELECTION OF RETIRING DIRECTORS;

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES;

AND

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

The purpose of this circular is to provide you with information regarding the ordinary resolutions and special resolution to be proposed, and if thought fit, to be approved at the forthcoming AGM in relation to (a) the re-election of the retiring

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LETTER FROM THE BOARD

Directors; (b) the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; (c) the 2020 Proposed Final Dividend; and (d) the Proposed Amendments. An AGM Notice is set out on pages 41 to 46 of this circular.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 84(1) of the Articles, Mr. Chan, Mr. Ma and Ms. Zheng will retire from office by rotation, and being eligible, offer themselves for re-election at the AGM.

The Nomination Committee, having reviewed the structure and composition of the Board and the confirmation of independence provided by Mr. Ma pursuant to Rule 3.13 of the Listing Rules, nominated Mr. Ma to the Board for it to recommend to the Shareholders for re-election as an independent non-executive Director at the AGM. The nomination was made in accordance with the nomination policy of the Company and the objective criteria, with due regard for the benefits of diversity, as set out under the board diversity policy of the Company (including without limitation, gender, age, cultural and education background, professional experience, skills and knowledge). The Nomination Committee had also taken into account the working profile and extensive experience of Mr. Ma as set out in Appendix I to this circular, contributions of Mr. Ma to the Board and his commitment to his roles and it was satisfied with his independence having regard to the independence criteria as set in Rule 3.13 of the Listing Rules. The Nomination Committee considers that Mr. Ma will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board accepted the Nomination Committee's nomination and recommended Mr. Ma to stand for re-election as an independent non-executive Director by the Shareholders at the AGM. The Board is satisfied that Mr. Ma has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director and considers Mr. Ma to be independent.

Given the extensive knowledge and experience of each of Mr. Chan and Ms. Zheng, the Nomination Committee and the Board believe that their re-elections as Directors are in the corporate interests of the Company and the Shareholders, and therefore recommend the Shareholders to re-elect each of Mr. Chan and Ms. Zheng as a Director. Separate resolutions will be proposed for their re-elections at the AGM.

The particulars of the above Directors which are required to be disclosed under the Listing Rules are set out in Appendix I to this circular.

GRANTING OF THE ISSUE MANDATE, THE REPURCHASE MANDATE AND THE EXTENSION MANDATE

By ordinary resolutions of the Shareholders passed at annual general meeting on 28 May 2020, the Directors were granted (a) a general unconditional mandate to exercise all powers for and on its behalf to allot, issue and deal with a total number of Shares not exceeding 20% of the total number of Shares in issue as at 28 May 2020; (b) a general unconditional mandate to repurchase Shares with an aggregate amount not exceeding 10% of the aggregate number of issued Shares as at 28 May 2020; and (c) the power to

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LETTER FROM THE BOARD

extend the general mandate mentioned in (a) above by an amount representing the aggregate amount of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above.

Each of such mandates will expire at the conclusion of the AGM. In this regard, at the AGM, the following resolutions, amongst others, will be proposed:

to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot and issue and otherwise deal with the additional Shares up to an amount not exceeding 20% of the number of issued Shares as at the date of passing of the resolution at the AGM (details of which are set out as ordinary resolution no. 6(1) in the AGM Notice);
to grant the Repurchase Mandate to the Directors to enable them to repurchase Shares on the Stock Exchange up to an amount not exceeding 10% of the number of the issued Shares as at the date of passing the resolution at the AGM (details of which are set out as ordinary resolution no. 6(2) in the AGM Notice); and
to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased by the Company under the Repurchase Mandate (if granted to the Directors at the AGM) (details of which are set out as ordinary resolution no. 6(3) in the AGM Notice).

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,646,173,000 Shares. On the assumption that there will not be any change to the number of issued Shares between the Latest Practicable Date and the AGM, the number of Shares that may fall to be issued under the Issue Mandate will be 329,234,600 Shares, representing 20% of the issued Shares as at the Latest Practicable Date. On the assumption that there will not be any change to the number of issued Shares between the Latest Practicable Date and the AGM, the number of Shares that may fall to be repurchased under the Repurchase Mandate will be 164,617,300 Shares, representing 10% of the issued Shares as at the Latest Practicable Date.

The Issue Mandate, the Repurchase Mandate and the Extension Mandate, if approved at the AGM, will continue in force until (a) the conclusion of the next annual general meeting of the Company held after the AGM; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or other applicable laws; or (c) when revoked or varied by an ordinary resolution passed in a general meeting of the Company prior to the next annual general meeting of the Company, whichever occurs first.

The Directors have no current plans to issue any new Shares or repurchase Shares pursuant to the relevant mandates, other than such Shares which may fall to be allotted and issued upon the exercise of any share options granted under the Share Option Scheme.

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LETTER FROM THE BOARD

In accordance with the Listing Rules, the Company may not make a new issue of Shares or announce a proposed new issue of Shares for a period of 30 days after any purchase by it of Shares, whether on the Stock Exchange or otherwise, other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the Company to issue securities which were outstanding prior to that purchase of its own securities, without the prior approval of the Stock Exchange.

An explanatory statement containing the information as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular.

PROPOSED FINAL DIVIDEND

As disclosed in the announcement of the Company dated 25 March 2021, the Board recommended the payment of a final dividend of RMB6.73 cents per Share for the year ended 31 December 2020 to the Shareholders subject to the approval of the Shareholders at the AGM. The 2020 Proposed Final Dividend is expected to be paid in cash to the Shareholders on or about Wednesday, 16 June 2021. The Shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 8 June 2021 will be entitled to the 2020 Proposed Final Dividend.

The 2020 Proposed Final Dividend will be declared in RMB and paid in HK$. The final dividend payable in HK$ will be converted from RMB at the average exchange rate of HK$ against RMB announced by the People's Bank of China on Thursday, 27 May 2021.

Closure of register of members for determining the entitlement to the 2020 Proposed Final Dividend

The register of members of the Company will be closed from Friday, 4 June 2021 to Tuesday, 8 June 2021 (both days inclusive), during which no transfer of Shares will be registered. In order to be eligible for the 2020 Proposed Final Dividend, unregistered holders of Shares should ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, 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 Thursday, 3 June 2021.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To keep up with technological developments and to provide flexibility to the Company in relation to the conduct of general meetings, the Board proposes to amend the Articles to (a) allow general meetings to be held as an electronic meeting (also referred to as a virtual general meeting) or as a hybrid meeting where the Shareholders may participate by electronic means in addition to by attending the meeting physically, and (b) introduce a more flexible means of approval in respect of written resolutions of the Board.

In addition, the Board proposes to amend the Articles to explicitly set out, among other things, related powers of the Board and the chairman of the meeting in relation to the conduct of general meetings, including making arrangements for attendance at the

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LETTER FROM THE BOARD

general meetings, ensuring the security and orderly conduct of the general meetings, adjourning general meetings, changing the venue or electronic facilities of meetings, and dealing with unruly behaviour and other disruptions at general meetings.

The Board also proposes certain minor house-keeping amendments to the Articles for the purpose of clarifying existing practices and making consequential amendments in line with the Proposed Amendments.

Details of the Proposed Amendments are set out in Appendix III to this circular.

The legal advisers of the Company have confirmed that the Proposed Amendments conform with the requirements of the Listing Rules and the laws of the Cayman Islands respectively.

In light of the Stock Exchange's encouragement of use of technology for general meetings to maximise shareholder participation and considering the geographical spread of the Shareholders, notwithstanding that the Proposed Amendments in relation to hosting of an electronic meeting are unusual for a Hong Kong company listed on the Stock Exchange, the Board considers that the Proposed Amendments are in the best interests of the Company and the Shareholders as a whole. The Board confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

The Proposed Amendments are prepared in the English language. The Chinese translation of the Articles is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.

ANNUAL GENERAL MEETING

The AGM will be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 May 2021 at 2:30 p.m., at which, inter alia, (a) ordinary resolutions will be proposed to the Shareholders to consider the re-election of retiring Directors, the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, and the payment of the 2020 Proposed Final Dividend; and (b) special resolution will be proposed to the Shareholders to consider the Proposed Amendments. The AGM Notice is set out on pages 41 to 46 of this circular.

Closure of register of members for determining the eligibility of the Shareholders to attend and vote at the AGM

The register of members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021 (both days inclusive), during such period no transfer of Shares will be registered. In order to determine the identity of members who are entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, 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 Friday, 21 May 2021.

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LETTER FROM THE BOARD

TYPHOON OR BLACK RAINSTORM WARNING ARRANGEMENTS

If typhoon signal No. 8 or above, or a black rainstorm warning is in effect at 7:30 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on its website (www.jygrandmark.com) and designated website of the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the rescheduled meeting.

VOTING PROCEDURES

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be published by the Company on websites of the Company and the Stock Exchange after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

PROXY

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of the Company and the Stock Exchange. 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 and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM (not later than 2:30 p.m. on Tuesday, 25 May 2021 (Hong Kong time)) or adjournment thereof. 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. In such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATION

The Board believes that (a) the re-election of the retiring Directors; (b) the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; (c) the payment of the 2020 Proposed Final Dividend; and (d) the Proposed Amendments are all in the corporate interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all the ordinary resolutions and special resolution as set out in the AGM Notice.

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LETTER FROM THE BOARD

MISCELLANEOUS

Your attention is drawn to the additional information set out in the appendices to this circular.

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By Order of the Board

JY Grandmark Holdings Limited

Chan Sze Ming Michael

Chairman

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APPENDIX I INFORMATION ON THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The particulars of Mr. Chan Sze Ming Michael, Ms. Zheng Catherine Wei Hong and Mr. Ma Ching Nam who will retire from office by rotation, and being eligible, offer themselves for re-election at the AGM, are required to be disclosed pursuant to Rule 13.74 of the Listing Rules are as follows:

Mr. CHAN Sze Ming Michael (陳思銘), aged 32, was appointed as a Director on 2 November 2018 and was redesignated as an executive Director and the chairman of the Company on 13 November 2019. Mr. Chan founded the Group in December 2013. He is primarily responsible for formulating development strategies of the Group, establishing overall business, operation and management directions and project investment strategies, managing design centre, finance centre, audit and supervision department, human resources and administration centre and operation centre of the Group.

Mr. Chan obtained a Bachelor of Commerce (major in Finance) in July 2011 from Griffith University in Australia. After graduation, he founded the Group in 2013, and has since then obtained over 7 years of experience in the real estate development industry. Mr. Chan was awarded "Real Estate Innovator in 2018" (「2018年度地產創新人物」) by China Times 《( 華夏時報》), and "New China's Real Estate Leader of the Year" (「中國房地產年度新領軍人物」) by China International Real Estate & Architectural Technology Fair (CIHAF) (中國國際房地產與建築科技展覽會) in 2019.

Mr. Chan has entered into a service contract with the Company for an initial fixed term of three years with effect from 5 December 2019 and he is subject to retirement by rotation and re-election at the AGM in accordance with the Articles, provided that either party may terminate the service contract by three months' notice. Mr. Chan is entitled to a director 's fee of HK$300,000 per annum under his service contract with the Company subject to authorisation given by the Shareholders in a general meeting. For the year ended 31 December 2020, Mr. Chan received a total remuneration of HK$300,000 and RMB8,740,000 (approximately RMB9,006,622 in total). His emolument is determined by the Board having regard to his duties and responsibilities.

Mr. Chan is also a controlling shareholder of the Company. Pursuant to the trust deed establishing Chan S. M. Michael Family Trust, Mr. Chan is the settlor, protector and a discretionary beneficiary of Chan S. M. Michael Family Trust. As at the Latest Practicable Date, IQ EQ (BVI) Limited as the trustee of Chan S. M. Michael Family Trust indirectly held approximately 72.90% of the total issued share capital of the Company.

Ms. ZHENG Catherine Wei Hong (alias 鄭紅) (previously known as Zheng

Weihong, 鄭衛紅), aged 53, was appointed as a Director on 2 November 2018 and was redesignated as an executive Director of the Company on 13 November 2019. Ms. Zheng joined the Group in March 2014 and is now the president of the Group. She is primarily responsible for managing marketing centre of the Group, and the subsidiaries of the Company operating property management and hotel operations business.

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APPENDIX I INFORMATION ON THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Before joining the Group, Ms. Zheng has worked in Agile Property Land Co., Ltd.* (雅居樂地產置業有限公司) as the assistant to president from 2001 to 2010, and in Guangzhou Panyu Agile Real Estate Development Co., Ltd.* (廣州番禺雅居樂房地產開發有限公司) as the general manager from 2010 to 2014. She was responsible for formulating medium-term to long-term development plan and regular operation plans based on the overall development plan of the company, managing the real estate projects, supervising on accomplishment of the operation targets and plans of the company and participating in marketing activities. Ms. Zheng has over 19 years of experience in the real estate development industry and senior management.

Ms. Zheng obtained a Master of Business Administration with Distinction in May

2001 from The University of Western Sydney in Australia. Ms. Zheng was awarded "Outstanding Female Entrepreneur of Guangdong Province" (廣東省優秀女企業家) by Guangdong Female Entrepreneur Association* (廣東省女企業家協會) in May 2013 and she became the vice president of the Council Committee of Guangzhou Female Entrepreneur Association* (廣州市女企業家協會) since January 2012. She has been the vice president of the 7th Council Committee of Guangzhou Panyu Nancun General Chamber* (廣州市番禺區南村總商會) since June 2016.

Ms. Zheng has entered into a service contract with the Company for an initial fixed term of three years with effect from 5 December 2019 and she is subject to retirement by rotation and re-election at the AGM in accordance with the Articles, provided that either party may terminate the service contract by three months' notice. Ms. Zheng is entitled to a director 's fee of HK$250,000 per annum under her service contract with the Company subject to authorisation given by the Shareholders in a general meeting. For the year ended 31 December 2020, Ms. Zheng received a total remuneration of HK$250,000 and RMB4,552,000 (approximately RMB4,774,185 in total). Her emolument is determined by the Board having regard to her duties and responsibilities.

Mr. MA Ching Nam, BBS, CStJ, J.P. (馬清楠 ), aged 68, was appointed as an independent non-executive Director of the Company on 13 November 2019. He is responsible for providing independent judgement on the Group's strategies, performance, resources and standard of conduct. Mr. Ma is the chairman of the Nomination Committee, and member of the Audit committee and the Remuneration Committee.

Mr. Ma obtained a degree of Bachelor of Science in Economics with honours from The University of Hull in July 1977. He was admitted as a solicitor in England and Wales, Hong Kong, Victoria (Australia) and Singapore. He is also a Notary Public, China Appointed Attesting Officer and Civil Celebrant of Marriages. Mr. Ma has been practicing law for over 40 years. He is currently a partner of Hastings & Co., Solicitors & Notaries.

Mr. Ma currently serves as director of Tai Sang Bank Limited, Heptacontinental group of companies, Ma Kam Ming Company Limited, Ma's Enterprises Company Limited and Ma Kam Ming Charitable Foundation. He is also the independent non-executive director of Union Medical Healthcare Limited (2138.HK) and Time Watch Investments Limited (2033.HK).

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APPENDIX I INFORMATION ON THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Ma was the President of the Hong Kong Society of Notaries (2007-2013). He was Chairman of Po Leung Kuk (2019-2020) and now Advisor of Po Leung Kuk Advisory Board. He was appointed a member of Political and Consultative Conference in Hunan Province, the People's Republic of China (2003-2017). He has been a visiting professor of the China Agricultural University since 1999.

Mr. Ma has entered into a service contract with the Company for an initial fixed term of three years with effect from 5 December 2019 and he is subject to retirement by rotation and re-election at the AGM in accordance with the Articles, provided that either party may terminate the service contract by three months' notice. Mr. Ma is entitled to a director 's fee of HK$280,000 per annum under his service contract with the Company subject to authorisation given by the Shareholders in a general meeting. For the year ended 31 December 2020, Mr. Ma received a total director 's fee of HK$280,000. His emolument is determined by the Board having regard to his duties and responsibilities.

Save as disclosed above, as at the Latest Practicable Date, each of the retiring Directors (a) held no other directorships in any listed public companies in Hong Kong or overseas in the last three years; (b) did not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders; and (c) did not have any other interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, there was no other information relating to each of the retiring Directors that was required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and no other matters in relation to their proposed re-elections that need to be brought to the attention of the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Appendix serves as the explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide you with the information necessary for your consideration of the proposed Repurchase Mandate to be granted to the Directors.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares is 1,646,173,000.

Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 164,617,300 Shares (representing not more than 10% of the number of issued Shares as at the date of passing the ordinary resolution to approve the Repurchase Mandate).

REASONS FOR REPURCHASES

The Directors believe that it is in the corporate interests of the Company and the Shareholders that they should have a general authority from the Shareholders to enable the Company to repurchase Shares in 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 earning per Share and will only be made where the Directors believe that such repurchases will benefit the Company and the Shareholders.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles, the Listing Rules and the applicable laws and regulations of the Cayman Islands.

A listed company is prohibited from repurchasing its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the applicable laws and regulations of the Cayman Islands, any repurchase by the Company may be made out of the profits or share premium account of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased

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APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

must be provided for out of profits of the Company or from sums standing to the credit of the Company's share premium account. Subject to the provisions of the applicable laws and regulations of the Cayman Islands, a repurchase may also be made out of capital.

On the basis of the current financial position of the Company as disclosed in its annual report for the year ended 31 December 2020 and taking into account the Company's current working capital position, the Directors consider that, if the Repurchase Mandate is exercised in full, it may have a material adverse effect on the Company's working capital and/or gearing position as compared with the financial position of the Company as at 31 December 2020 (being the date to which the latest audited financial statements of the Company have been made up). 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 Company's working capital requirements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

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

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, currently intends to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected person has notified the Company that he or she has 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 by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of the Shares, 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 (as interpreted according to the Takeovers Code), depending on the level of increase of the Shareholder 's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with the Takeovers Code.

As at the Latest Practicable Date, Sze Ming Limited directly held 1,200,000,000 Shares, representing approximately 72.90% of the total number of Shares in issue of the Company. Sze Ming Limited is wholly-owned by Chan S. M. Michael Family Trust. Mr. Chan is the settlor, protector and a discretionary beneficiary of Chan S. M. Michael Family Trust. IQ EQ (BVI) Limited is the trustee of Chan S. M. Michael Family Trust. Accordingly, Mr. Chan is deemed to be interested in 1,200,000,000 Shares held by Sze Ming Limited, representing approximately 72.90% of the total number of Shares in issue of the Company, pursuant to the SFO.

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APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

In the event that the Directors exercise in full the Repurchase Mandate, on the basis that there were 1,646,173,000 Shares in issue as at the Latest Practicable Date and assuming there is no other change in the total number of Shares in issue of the Company and the number of Shares held by Sze Ming Limited, the interest of each of Mr. Chan and IQ EQ (BVI) Limited in the shareholding of the Company would be increased to approximately 81.00% of the reduced total number of Shares and such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent which would trigger the obligations under the Takeovers Code or result in less than 25% of the Shares being held by the public.

To the best knowledge and belief of the Directors, the Directors are not aware of any Shareholder or group of Shareholders acting in concert who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

SHARE PRICES

The highest and lowest traded closing prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months and up to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
April	3.10	2.85
May	3.25	3.00
June	3.23	3.05
July	3.17	2.97
August	3.30	2.97
September	3.16	2.95
October	3.14	3.04
November	3.09	2.98
December	3.10	2.83
2021
January	3.29	2.88
February	3.16	2.95
March	3.20	2.85
April (up to the Latest Practicable Date)	3.18	3.01

REPURCHASE OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

Details of the Proposed Amendments are set out as follows:

1. ARTICLE 1

By deleting the existing Article 1 in its entirety and replacing therewith the following new Article 1:

"The regulations in Table A in the Schedule to the Companies Act (As Revised) do not apply to the Company."

2. ARTICLE 2(1)

By inserting the following definitions in Article 2(1) alphabetically:

"Act"	the Companies Act, Cap. 22 (Act 3 of 1961, as
	consolidated and revised) of the Cayman Islands.
"announcement"	an official publication of a Notice or document of the
	Company, including a publication, subject to and to
	such extent permitted by the Listing Rules, by
	electronic communication or by advertisement
	published in the newspapers or in such manner or
	means ascribed and permitted by the Listing Rules
	and applicable laws.
"electronic	a communication sent, transmitted, conveyed and
communication"	received by wire, by radio, by optical means or by
	other electron magnetic means in any form through
	any medium.
"electronic meeting"	a general meeting held and conducted wholly and
	exclusively by virtual attendance and participation by
	Members and/or proxies by means of electronic
	facilities.
"hybrid meeting"	a general meeting convened for the (i) physical
	attendance by Members and/or proxies at the
	Principal Meeting Place and where applicable, one or
	more Meeting Locations and (ii) virtual attendance
	and participation by Members and/or proxies by
	means of electronic facilities.
"Listing Rules"	rules of the Designated Stock Exchange.
"Meeting Location"	has the meaning given to it in Article 64A.

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

"physical meeting"	a general meeting held and conducted by physical
	attendance and participation by Members and/or
	proxies at the Principal Meeting Place and/or where
	applicable, one or more Meeting Locations.
"Principal Meeting	shall have the meaning given to it in Article 59(2).
Place"

By deleting the following definition in Article 2(1) in its entirety and replacing it with the following new definition:

"close associate"	in relation to any Director, shall have the same
	meaning as defined in the Listing Rules as modified
	from time to time, except that for purposes of Article
	100 where the transaction or arrangement to be
	approved by the Board is a connected transaction
	referred to in the Listing Rules, it shall have the same
	meaning as that ascribed to "associate" in the Listing
	Rules.

By deleting the following definition in Article 2(1) in its entirety:

"Law"	The Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands.

3. ARTICLE 2(2)(e)

By deleting the existing Article 2(2)(e) in its entirety and replacing therewith the following new Article 2(2)(e):

"(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or Notice and the Member 's election comply with all applicable Statutes, rules and regulations;"

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

4. ARTICLE 2(2)(h)

By deleting the existing Article 2(2)(h) in its entirety and replacing therewith the following new Article 2(2)(h):

"(h) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a Notice or document include a Notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;"

5. ARTICLE 2(2)(i)

By deleting the existing Article 2(2)(i) in its entirety and replacing therewith the following new Article 2(2)(i):

"(i) Section 8 and Section 19 of the Electronic Transactions Act (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;"

6. ARTICLE 2(2)(j) TO ARTICLE 2(2)(m)

By inserting the following new Article 2(2)(j) to Article 2(2)(m) immediately after the existing Article 2(2)(i):

"(j) a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly;

references to a person's participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;
references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise); and

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member."

7. ARTICLE 3(2)

By deleting the existing Article 3(2) in its entirety and replacing therewith the

following new Article 3(2):

"(2) Subject to the Act, the Company's Memorandum and Articles of Association and, where applicable, the Listing Rules and/or the rules of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Act."

8. ARTICLE 12(1)

By deleting the existing Article 12(1) in its entirety and replacing therewith the following new Article 12(1):

"12. (1) Subject to the Act, these Articles, any direction that may be given by the Company in general meeting and, where applicable, the Listing Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to their nominal value. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of Members for any purpose whatsoever."

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

9. ARTICLE 16

By inserting the words "or imprinted" immediately after the words "The seal of the Company may only be affixed" in Article 16.

ARTICLE 17(2)
By deleting "notices" and replacing therewith "Notices" in Article 17(2).
ARTICLE 22
By deleting "member" and replacing therewith "Member" in Article 22.
ARTICLE 23
By deleting "notice" and replacing therewith "Notice" in Article 23.
ARTICLE 25
By deleting "notice" and replacing therewith "Notice" in Article 25.
ARTICLE 35
By deleting "notice" and replacing therewith "Notice" in Article 35.
ARTICLE 45
By deleting "notice" and replacing therewith "Notice" in Article 45.
ARTICLE 51

By inserting the words "announcement or by electronic communication or by" immediately after the words "The registration of transfers of shares or of any class of shares may, after notice has been given by" in Article 51.

17. ARTICLE 56

By deleting "rules of the Designated Stock Exchange, if any) at such time and place as may be determined by the Board" and replacing therewith "Listing Rules)" in Article 56.

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

18. ARTICLE 57

By deleting the existing Article 57 in its entirety and replacing therewith the following new Article 57:

"57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 64A, as a hybrid meeting or as an electronic meeting, in any part of the world as may be determined by the Board in its absolute discretion."

19. ARTICLE 58

By deleting the existing Article 58 in its entirety and replacing therewith the following new Article 58:

"58. The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may convene a physical meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company."

20. ARTICLE 59

By deleting the existing Article 59 in its entirety and replacing therewith the following new Article 59:

"59. (1) An annual general meeting must be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days. All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the Listing Rules, a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

1. in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and
2. in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Members.
The Notice shall specify (a) the time and date of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting (the "Principal Meeting Place"),
1. if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting. The Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such Notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors."

21. ARTICLE 62

By deleting the existing Article 62 in its entirety and replacing therewith the following new Article 62:

"62. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and (where applicable) same place(s) or to such time and (where applicable) such place(s) and in such form and manner referred to in Article 57 as the chairman of the meeting (or in default, the Board) may absolutely determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved."

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

22. ARTICLE 63

By inserting the sentence "For the avoidance of doubt and without prejudice to the foregoing, the chairman of the meeting is not required to be physically present at the Principal Meeting Place as long as he/she is electronically present in the manner provided in Article 64A." at the end of Article 63.

23. ARTICLE 64

By deleting the existing Article 64 in its entirety and replacing therewith the following new Article 64:

"64. Subject to Article 64C, the chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days' Notice of the adjourned meeting shall be given specifying the details set out in Article 59(2) but it shall not be necessary to specify in such Notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give Notice of an adjournment."

24. ARTICLE 64A TO ARTICLE 64G

By inserting the following new articles as Article 64A to Article 64G immediately after Article 64:

"64A. (1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations ("Meeting Location(s)") determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

All general meetings are subject to the following and, where appropriate, all references to a "Member" or "Members" in this sub-paragraph (2) shall include a proxy or proxies respectively:
1. where a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;
2. Members present in person or by proxy at a Meeting Location and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
3. where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting.
4. if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting.

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
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64B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

64C. If it appears to the chairman of the general meeting that:

the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 64A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or
in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

64D. The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

64E. If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company's website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting);
when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;
when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 64, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable)

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and

Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Members.

64F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

64G. Without prejudice to other provisions in Article 64, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting."

25. ARTICLE 66(1)

By deleting the existing Article 66(1) in its entirety and replacing therewith the following new Article 66(1):

"66. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting, the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman's duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine."

26. ARTICLE 66(2)

By inserting the words "In the case of a physical meeting" immediately before the words "where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:" in Article 66(2).

27. ARTICLE 72(1)

By inserting the words "or postponed meeting" immediately after the words "not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting" in Article 72(1).

28. ARTICLE 72(2)

By inserting the words "or postponed meeting" immediately after the words "provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting" in Article 72(2).

29. ARTICLE 74

By deleting the existing Article 74 in its entirety and replacing therewith the following new Article 74:

"74. If:

any objection shall be raised to the qualification of any voter; or
any votes have been counted which ought not to have been counted or which might have been rejected; or
any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting or postponed meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or postponed meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive."

30. ARTICLE 77

By deleting the existing Article 77 in its entirety and replacing therewith the following new Article 77:

"77. (1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the Notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

meeting or adjourned meeting or postponed meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or postponed meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked."

31. ARTICLE 78

By deleting the existing Article 78 in its entirety and replacing therewith the following new Article 78:

"78. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two way form) and the Board may, if it thinks fit, send out with the Notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates. The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question."

32. ARTICLE 79

By deleting the existing Article 79 in its entirety and replacing therewith the following new Article 79:

"79. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the Notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting or postponed meeting, at which the instrument of proxy is used."

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

ARTICLE 83(4)
By deleting "notice" and replacing therewith "Notice" in Article 83(4).
ARTICLE 83(6)

By deleting the existing Article 83(6) in its entirety and replacing therewith the following new Article 83(6):

"(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed."

35. ARTICLE 100(1)

By deleting the existing Article 100(1) in its entirety and replacing therewith the following new Article 100(1):

"100. (1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

any contract or arrangement for the giving to such Director or his close associate(s) any security or indemnity in respect of money lent by him or any of his close associate(s) or obligations incurred or undertaken by him or any of his close associate(s) at the request of or for the benefit of the Company or any of its subsidiaries;
any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;
any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company; or
any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to Directors or his close associate(s) and to employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates."

36. ARTICLE 111

By inserting the words "or postpone" immediately after the words "The Board may meet for the despatch of business, adjourn" in Article 111.

37. ARTICLE 112

By deleting the existing Article 112 in its entirety and replacing therewith the following new Article 112:

"112. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or by electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or by telephone or in such other manner as the Board may from time to time determine."

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

38. ARTICLE 119

By deleting the existing Article 119 in its entirety and replacing therewith the following new Article 119:

"119. A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material."

39. ARTICLE 132(1)(b)

By deleting the existing Article 132(1)(b) in its entirety and replacing therewith the following new Article 132(1)(b):

"(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two

years from the date such mandate, variation, cancellation or notification was recorded by the Company;"

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

40. ARTICLE 158

By deleting the existing Article 158 in its entirety and replacing therewith the following new Article 158:

"158. (1) Any Notice or document (including any "corporate communication" within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be given or issued by the following means:

by serving it personally on the relevant person;
by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;
by delivering or leaving it at such address as aforesaid;
by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the requirements of the Designated Stock Exchange;
by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(5), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;
by publishing it on the Company's website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company's computer network website (a "notice of availability"); or
by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

The notice of availability may be given by any of the means set out above other than by posting it on a website.
In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.
Every Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which notices can be served upon him.
Subject to any applicable laws, rules and regulations and the terms of these Articles, any notice, document or publication, including but not limited to the documents referred to in Articles 149, 150 and 158 may be given in the English language only or in both the English language and the Chinese language."

41. ARTICLE 159

By deleting the existing Article 159 in its entirety and replacing therewith the

following new Article 159:

"159. Any Notice or other document:

if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company's website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;
if published on the Company's website, shall be deemed to have been served on the day on which the notice, document or publication first so appears on the Company's website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;
if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and
if published as an advertisement in a newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears."

42. ARTICLE 163

By deleting the existing Article 163 in its entirety and replacing therewith the following new Article 163:

"163. (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

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APPENDIX III	DETAILS OF THE PROPOSED AMENDMENTS TO
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If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Act, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability."

43. OTHER AMENDMENTS

By replacing the word "Law", wherever it may appear in the Articles, with "Act".

By replacing the words "the rules of the Designated Stock Exchange", the rules of

any Designated Stock Exchange, the rules governing the listing of shares on the Designated Stock Exchange and "the rules and regulations of the Designated Stock Exchange", wherever they may appear in the Articles, with "the Listing Rules".

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NOTICE OF ANNUAL GENERAL MEETING

JY GRANDMARK HOLDINGS LIMITED

景業名邦集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2231)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of JY Grandmark Holdings Limited (the "Company") will be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 May 2021 at 2:30 p.m. (the "AGM") for the following purposes:

ORDINARY RESOLUTIONS

To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the independent auditor of the Company for the year ended 31 December 2020.
(1) To re-elect Mr. Chan Sze Ming Michael as the chairman and an executive director of the Company.
1. To re-elect Ms. Zheng Catherine Wei Hong as an executive director of the Company.
2. To re-elect Mr. Ma Ching Nam as an independent non-executive director of the Company.
To authorise the board of directors (the "Board") to fix the remuneration of the directors of the Company (the "Directors").
To re-appoint PricewaterhouseCoopers as the independent auditor of the Company and to authorise the Board to fix its remuneration.
To declare a final dividend of RMB6.73 cents per share for the year ended 31 December 2020.

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider, and if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

"THAT:
1. subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares or such securities of the Company, and to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion 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 and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option, warrant or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or (iii) the exercise of any options granted under any share option scheme(s) or similar arrangement(s) for the time being adopted by the Company; or (iv) the exercise of any rights under the bonds, warrants and debentures convertible into shares of the Company; or (v) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares in the Company, shall not exceed the aggregate of:
4. 1. 20% of the aggregate number of issued shares of the Company as at the date of passing of this resolution,

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NOTICE OF ANNUAL GENERAL MEETING

(if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of any share of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate number of issued shares of the Company on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

for the purposes 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 applicable law or the articles of association of the Company to be held; or
3. the date of revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares in the Company open for a period fixed by the Directors to holders of shares of the Company whose names appear on the Company's register of members on a fixed record date in proportion to their then holdings of such shares of the Company as at that date (subject to such exclusions or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

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NOTICE OF ANNUAL GENERAL MEETING

"THAT:
1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase its own fully paid up issued 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 which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with the laws of the Cayman Islands and rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
3. the aggregate number of shares of the Company which may be repurchased or agreed to be repurchased by the Directors pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
4. for the purposes of this resolution:
  "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 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 applicable law or the articles of association of the Company to be held; or
  3. the date of revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

"THAT:
conditional upon the passing of ordinary resolutions Nos. 6(1) and 6(2) as set out in the notice convening this meeting, the general unconditional mandate granted to the Directors pursuant to ordinary resolution No. 6(1) as set out in the notice convening this meeting be extended by the addition to the aggregate number of shares of the Company which may be allotted or agreed to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of shares repurchased or agreed to be repurchased by the Company pursuant to or in accordance with the authority to repurchase shares granted pursuant to ordinary resolution No. 6(2) as set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the number of shares of the Company in issue as at the date of passing of this resolution."

SPECIAL RESOLUTION

7. To consider and, if thought fit, to pass the following resolution with or without amendments as special resolution:

"THAT the new articles of association of the Company (incorporating the Proposed Amendments (as defined in the circular to the shareholders of the Company dated 15 April 2021)) produced to the AGM and initialled by the chairman of the AGM for the purpose of identification be and is hereby approved and adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company."

Yours faithfully,

By Order of the Board

JY Grandmark Holdings Limited

Chan Sze Ming Michael

Chairman

Guangzhou, the PRC, 15 April 2021

Notes:

Ordinary resolution numbered 6(3) will be proposed to the shareholders of the Company for approval provided that ordinary resolutions numbered 6(1) and 6(2) are passed by the shareholders of the Company.
For the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both days inclusive. During such period, no transfer of the Company's shares will be registered. In order to be entitled to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong,

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NOTICE OF ANNUAL GENERAL MEETING

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 Friday, 21 May 2021.

Any shareholder entitled to attend and vote at the AGM is entitled to appoint another person as his or her proxy to attend and vote on behalf of him or her. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
Where there are joint registered shareholders of the Company, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he or she was solely entitled to do so. However, if more than one of such joint shareholders be present at any meeting personally or by proxy, the joint holder whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect of such joint holding.
In order to be effective, the form of proxy in prescribed form together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting (not later than 2:30 p.m. on Tuesday, 25 May 2021 (Hong Kong time)) or adjournment thereof.
In accordance with Articles 84(1) of the Articles, Mr. Chan Sze Ming Michael, Ms. Zheng Catherine Wei Hong and Mr. Ma Ching Nam will retire as Directors by rotation and being eligible, offer themselves for re-election at the AGM. Particulars of the said retiring Directors are set out in Appendix I to the circular to the shareholders dated 15 April 2021.
Due to the constantly evolving Coronavirus Disease 2019 (COVID-19) pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at www.jygrandmark.com for future announcements and updates on the AGM arrangements.
If typhoon signal No. 8 or above, or a black rainstorm warning is in effect at 7:30 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on its website (www.jygrandmark.com) and designated website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting.
The register of members of the Company will be closed from Friday, 4 June 2021 to Tuesday, 8 June 2021, both dates inclusive, during which no transfer of shares will be registered. In order to qualify for the final dividend to be approved at the AGM or any adjournment thereof, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 3 June 2021.

- 46 -

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JY Grandmark Holdings Ltd. published this content on 15 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 22:18:08 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:22 2024-04-29 am EDT			5-day change	1st Jan Change
0.93 ^HKD	0.00%		0.00%	-9.71%

Apr. 05	JY Grandmark Holdings Limited Announces Update on Listed Debt Securities	CI
Apr. 03	Jy Grandmark Posts Larger Loss in 2023 on Flattish Revenue	MT

JY Grandmark Holdings Limited Announces Update on Listed Debt Securities	Apr. 05	CI
Jy Grandmark Posts Larger Loss in 2023 on Flattish Revenue	Apr. 03	MT
JY Grandmark Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 27	CI
Jy Grandmark Expects Bigger Loss in 2023	Mar. 21	MT
JY Grandmark Holdings Limited Provides Earnings Guidance for the Year Ended 31 December 2023	Mar. 20	CI
JY Grandmark Completes Debt Exchange; New Bonds Listed on HKEX	Jan. 12	MT
JY Grandmark Files for Bourse Listing of $159 Million Bonds	Jan. 11	MT
JY Grandmark's $152 Million Bonds Tendered for Exchange	Jan. 09	MT
JY Grandmark Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-30	CI
JY Grandmark's Unit Disposes of 49% of Zhujing Real Estate for 166 Million Yuan	23-06-23	MT
JY Grandmark Holdings Limited Auditor Raises 'Going Concern' Doubt	23-04-26	CI
JY Grandmark Swings to 2022 Loss Amid Revenue Plunge	23-03-31	MT
JY Grandmark Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-30	CI
Jy Grandmark Holdings Limited Does Not Recommend the Final Dividend for the 2022	23-03-30	CI
Grandmark to Swing to 2022 Loss	23-03-20	MT
JY Grandmark Holdings Limited Provides Unaudited Consolidated Financial Guidance of the Group for the Year Ended 31 December 2022	23-03-17	CI
JY Grandmark Swaps $152 Million of Bonds Due Jan. 26 for New Debts with Higher Interest	23-01-13	MT
JY Grandmark Holdings Limited Enters into Facility Agreement in Relation to Term Loan Facility in Aggregate Principal Amount of HKD 517,470,000	22-12-29	CI
JY Grandmark Reports $26 Million Loss in First Half	22-09-21	MT
JY Grandmark Holdings Limited(SEHK:2231) dropped from S&P Global BMI Index	22-09-19	CI
JY Grandmark Unit to Sell 50% Stake in Guangzhou Jinshou Real Estate	22-09-02	MT
JY Grandmark Holdings Limited Resolves Not to Declare Payment of an Interim Dividend for the Six Months Ended 30 June 2022	22-08-31	CI
JY Grandmark Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-31	CI
JY Grandmark Holdings Limited Provides Group Earnings Guidance for the Six Months Ended June 30, 2022	22-08-23	CI
JY Grandmark Holdings Limited Announces Change of Principal Place of Business and Head Office in the PRC	22-08-12	CI

	1st Jan change	Capi.
JY GRANDMARK HOLDINGS LIMITED	-9.71%	196M
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AKELIUS RESIDENTIAL PROPERTY AB	+8.24%	10.79B
CHINA VANKE CO., LTD.	-27.72%	10.32B
DEUTSCHE WOHNEN SE	-27.74%	7.2B
VINHOMES	-5.56%	7.01B
VINGROUP	-0.34%	6.53B
LEG IMMOBILIEN SE	-2.27%	6.09B
OPEN HOUSE GROUP CO., LTD.	+12.96%	3.57B
IIDA GROUP HOLDINGS CO., LTD.	-5.92%	3.54B

JY Grandmark Holdings Limited

Equities

2231

KYG831121051

Real Estate Development & Operations

JY Grandmark : RE-ELECTION OF RETIRING DIRECTORS; GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

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