Legion Consortium : GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; RE-APPOINTMENT OF AUDITORS; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Legion Consortium Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Legion Consortium Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2129)

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES;

RE-ELECTION OF DIRECTORS;

RE-APPOINTMENT OF AUDITORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this page and the cover inside page shall have the same respective meanings as those defined in the section headed "Definitions" of this circular.

A notice convening the Company's annual general meeting to be held at 7 Keppel Road, #3- 20/21/22/23/24, Tanjong Pagar Complex, Singapore 089053 on Thursday, 24 June 2021 at 3 p.m. is set out on pages 15 to 19 of this circular.

A form of proxy for use in connection with the 2021 AGM is enclosed with this circular. If you do not intend to attend the 2021 AGM but wish to exercise your right as a Shareholder, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong Branch Share Registrar, (1) Tricor Investors Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (on or before 18 May 2021) or (2) Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong (on or after 19 May 2021), not later than 48 hours before the time appointed for holding the 2021 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the 2021 AGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to have been revoked.

28 April 2021

TABLE OF CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Extension of the Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Form of proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I - PARTICULARS OF DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF 2021 AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail.

− i −

DEFINITIONS

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

"2021 AGM"	the annual general meeting of the Company to be held at
	7 Keppel Road, #3-20/21/22/23/24, Tanjong Pagar Complex,
	Singapore 089053 on Thursday, 24 June 2021 at 3:00 p.m.
"Articles of Association"	the articles of association of the Company as amended,
	supplemented or otherwise modified from time to time
"associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Audit Committee"	the audit committee of the Board
"Board"	the board of Directors
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Company"	Legion Consortium Limited, an exempted company
	incorporated in the Cayman Islands with limited liability, the
	issued Shares of which are listed and traded on the Main
	Board of the Stock Exchange (stock code: 2129)
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong), as amended or supplemented from time to time
"controlling shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"core connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and our subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Hong Kong Branch Share	Tricor Investors Services Limited at Level 54, Hopewell
Registrar"	Centre, 183 Queen's Road East, Hong Kong (on or before 18
	May 2021) or Union Registrars Limited, at Suites 3301-04,
	33/F., Two Chinachem Exchange Square, 338 King's Road,
	North Point, Hong Kong (on or after 19 May 2021)
"Issue Mandate"	the general and unconditional mandate proposed to be granted
	to the Directors at the 2021 AGM to exercise the power of the
	Company to allot, issue and deal with the additional Shares
	not exceeding 20% of the aggregate number of the issued
	Shares as at the date of passing the relevant resolution
	granting such mandate

− 1 −

	DEFINITIONS
"Latest Practicable Date"	20 April 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
"Listing Date"	13 January 2021, being the date on which the Shares were
	listed and traded on the Main Board of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, supplemented or otherwise modified
	from time to time
"Mandatory General Offer"	mandatory offer in accordance with Rule 26 of the Takeovers
	Code
"Mirana Holdings"	Mirana Holdings Limited
"Mr. KH Ng"	Mr. Ng Kong Hock (黃康褔)
"Mr. Ng"	Mr. Ng Choon Eng (黃春興)
"Nomination Committee"	the nomination committee of the Board
"PRC"	the People's Republic of China
"Predecessor Companies	the Companies Ordinance (Chapter 32 of the Laws of Hong
Ordinance"	Kong) as in force from time to time before 3 March 2014
"Remuneration Committee"	the remuneration committee of the Board
"Repurchase Mandate"	the general and unconditional mandate proposed to be granted
	to the Directors at the 2021 AGM to exercise the power of the
	Company to repurchase Shares on the Stock Exchange not
	exceeding 10% of the aggregate number of the issued Shares
	as at the date of passing the relevant resolution granting such
	mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended, supplemented or otherwise
	modified from time to time
"Share(s)"	ordinary share(s) in the Company
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed thereto under the Listing Rules
"substantial shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs as
	amended from time to time and administered by the Securities
	and Futures Commission of Hong Kong
"%"	per cent

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LETTER FROM THE BOARD

Legion Consortium Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2129)

Executive Directors:	Registered office:
Mr. Ng Choon Eng	Windward 3, Regatta Office Park
Mr. Ng Kong Hock	PO Box 1350
	Grand Cayman KY1-1108
	Cayman Islands
Independent non-executive Directors:	Headquarters and principal place of
Mr. Yeo Teck Chuan	business in Hong Kong:
Mr. Wong Kwun Ho	Unit 912, 9/F, Two Harbourfront
Mr. Ho Wing Sum	22 Tak Fung Street, Hunghom
	Kowloon, Hong Kong
	Headquarters in Singapore:
	7 Keppel Road, #3-20/21/22/23/24
	Tanjong Pagar Complex
	Singapore, 089053
	28 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES;

RE-ELECTION OF DIRECTORS;

RE-APPOINTMENT OF AUDITORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors wish to seek the approval of the Shareholders at the 2021 AGM for, among other matters, the grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate, the re-election of Directors and the re-appointment of Auditors. The purpose of this circular is to give you the information regarding the resolutions to be proposed at the 2021 AGM relating to the above matters and the notice of the 2021 AGM.

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LETTER FROM THE BOARD

ISSUE MANDATE

At the 2021 AGM, an ordinary resolution will be proposed to grant the Issue Mandate to the Directors to exercise the power of the Company to issue new Shares in the event it becomes desirable for the Company to do so. Based on 1,250,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2021 AGM, the Directors will be able to allot, issue and deal with up to a total of 250,000,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the 2021 AGM. The Issue Mandate, if granted, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws of the Cayman Islands, or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at general meeting of the Company.

REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the 2021 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on the 1,250,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2021 AGM, the Company would be allowed to repurchase a maximum of 125,000,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted, will be effective until the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws of the Cayman Islands, or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

EXTENSION OF THE ISSUE MANDATE

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2021 AGM to add to the Issue Mandate those Shares to be repurchased by the Company pursuant to the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

As at the date of this circular, there were two executive Directors, namely Mr. Ng Choon Eng and Mr. Ng Kong Hock, and three independent non-executive Directors, namely Mr. Yeo Teck Chuan, Mr. Wong Kwun Ho and Mr. Ho Wing Sum.

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LETTER FROM THE BOARD

Article 108(a) of the Articles of Association provides that one-third of the Directors for the time being, or, if their number is not a multiple of three, the number nearest to but not less than one-third shall retire from office by rotation at each annual general meeting provided that every Director shall be subject to retirement by rotation at least once every three years and shall be eligible for re-election. In accordance with Articles 108(a) and 112 of the Articles of Association, Mr. Ng Choon Eng, Mr. Ng Kong Hock, Mr. Yeo Teck Chuan, Mr. Wong Kwun Ho and Mr. Ho Wing Sum will retire from office and being eligible, have offered themselves for re-election at the 2021 AGM.

The biographical details of each of the retiring Directors to be re-elected at the 2021 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

The Nomination Committee has assessed and reviewed the annual written confirmation of independence of each of Mr. Yeo Teck Chuan, Mr. Wong Kwun Ho and Mr. Ho Wing Sum and confirmed that the independent non-executive Directors are independent. In addition, with the nomination of the Nomination Committee, the Board has recommended that all the retiring Directors, namely, Mr. Ng Choon Eng, Mr. Ng Kong Hock, Mr. Yeo Teck Chuan, Mr. Wong Kwun Ho and Mr. Ho Wing Sum stand for re-election as Directors at the 2021 AGM. For good corporate governance, each of the retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders.

RE-APPOINTMENT OF AUDITORS

Deloitte & Touche LLP will retire as the auditors of the Company at the 2021 AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the audit committee of the Board, proposed to re-appoint Deloitte & Touche LLP as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

2021 AGM

The notice convening the 2021 AGM is set out on pages 15 to 19 of this circular. At the 2021 AGM, resolutions will be proposed to approve, among others, the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate, the re-election of the Directors and the re-appointment of Auditors.

For determining the Shareholders' entitlement to attend and vote at the 2021 AGM, the register of members of the Company will be closed from Monday, 21 June 2021 to Thursday, 24 June 2021 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the 2021 AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong Branch Share Registrar, (1) Tricor Investors Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (on or before 18 May 2021) or (2) Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong (on or after 19 May 2021) for registration not later than 4:30 p.m. on Friday, 18 June 2021.

− 5 −

LETTER FROM THE BOARD

FORM OF PROXY

A form of proxy for use in connection with the 2021 AGM is enclosed with this circular and such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.legionconsortium.com). If you do not intend to attend the 2021 AGM but wish to exercise your right as a Shareholder, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong Branch Share Registrar, (1) Tricor Investors Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (on or before 18 May 2021) or (2) Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong (on or after 19 May 2021) together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not later than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the 2021 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the 2021 AGM or any adjournment thereof should he/she/it so wishes and in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL

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. Therefore, all resolutions proposed at the 2021 AGM will be voted by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all such votes in the same way.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the 2021 AGM.

RESPONSIBILITY STATEMENT

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

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate, the re-election of the Directors and the re-appointment of Auditors as set out in the notice convening the 2021 AGM are in the interests of the Company and the Shareholders as a whole. Therefore, they recommend that the Shareholders vote in favour of all the resolutions to be proposed at the 2021 AGM as set out in the notice convening the 2021 AGM on pages 15 to 19 of this circular.

Yours faithfully,

For and on behalf of the Board

Legion Consortium Limited

Ng Choon Eng

Chief Executive Officer, Executive Director and

Chairman of the Board

− 7 −

APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

The particulars of the Directors retiring as required by the Articles of Association and the Listing Rules and proposed to be re-elected at the 2021 AGM are set out as follows.

Executive Directors

Mr. Ng Choon Eng (黃春興), aged 58, is our chairman, chief executive officer, executive Director, one of our Controlling Shareholders and the father of Mr. Ng Kong Hock ("Mr. KH Ng"). Mr. Ng is primarily responsible for management and formulating the overall strategic direction of our Group. He joined our Group in 1 March 1995. Mr. Ng has more than 36 years of experience in the logistics industry particularly in the area of trucking, freight forwarding and value added transport services. Prior to joining our Group, he worked as a wharf clerk with Lotango Forwarders (Pte) Ltd from 1983 to 1987, an assistant operation manager with Huk Seng Container Pte Ltd from 1987 to 1991, and an assistant operations manager with SH Cogent Logistics Pte Ltd from 1991 to 1995, a company which engaged in logistics business, and was responsible for container trucking operations.

Mr. Ng has entered into a service contract with the Company for an initial term of three years with effect from the Listing Date and shall continue thereafter unless and until it is terminated in accordance with the terms of the service contract. During the year ended 31 December 2020, Mr. Ng had received an emolument of S$765,260, which was determined by the Board having regard to the recommendations of the remuneration committee of the Company.

As at the Latest Practicable Date, to the best of the knowledge of the Directors, Mirana Holdings held 937,500,000 Shares representing 75% of the issued share capital of the Company. Mirana Holdings is legally and beneficially wholly-owned by Mr. Ng. Accordingly, Mr. Ng is deemed to be interested in 937,500,000 Shares held by Mirana Holdings by virtue of the SFO.

Mr. Ng Kong Hock (黃康福), aged 29, is our executive Director and the son of Mr. Ng. Mr. KH Ng is primarily responsible for management and formulating the overall strategic direction of our Group. He joined our Group on 30 September 2015. Mr. KH Ng has more than four years of experience in the logistics industry particularly in the area of trucking, freight forwarding and alue added transport services. Prior to joining our Group, he worked as an inventory supervisor at Bollore Logistics (Singapore) Pte Ltd from November 2014 to February 2016. Mr. KH Ng obtained a diploma in logistics management and diploma plus certificate in international freight forwarding & eLogistics in Ngee Ann Polytechnic in Singapore in May 2012.

Mr. KH Ng has entered into a service contract with the Company for an initial term of three years with effect from the Listing Date and shall continue thereafter unless and until it is terminated in accordance with the terms of the service contract. During the year ended 31 December 2020, Mr. KH Ng had received an emolument of S$281,340, which was determined by the Board having regard to the recommendations of the remuneration committee of the Company.

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Independent non-executive Directors

Mr. Yeo Teck Chuan (楊德泉) ("Mr. Yeo"), aged 53, is our independent non-executive Director. He joined our Group on 18 December 2020. He has more than 28 years of experience in accounting, auditing and financial management. Prior to joining our Group, from June 1992 to January 1995, he worked as an auditor at Pricewaterhouse. He worked for Arthur Andersen s an audit manager in Beijing from January 1995 to December 1998 and in Singapore from January 1999 to July 2002. From July 2002 to March 2007, he was the financial service director for South and South East Asia for BOC Asia Limited (Singapore). From July 2007 to May 2015, he worked at Deloitte Touche Tohmatsu and his last position was audit partner. From May 2015 to October 2017, he worked as an audit partner at Shanghai branch of Rui Hua Certified Public Accountants LLP. He worked as a managing director of Laos Rui Hua CPA Co., Ltd. from December 2016 to August 2019. He was a managing director of Beijing Quan Rui Certified Public Accountants LLP from October 2017 to July 2018. He has been a legal representative of Nanchang Yeo Seng Heng Financial Advisory Co. Ltd since August 2015. From July 2018, he has joined SBA Stone Forest Corporate Advisory (Shanghai) Co., Ltd as an advisory partner. He obtained a bachelor degree of accountancy from Nanyang Technological University in Singapore with second class honours (upper division) in May 1992 and has been a certified internal auditor awarded by The Institute of Internal Auditors and a chartered accountant of Singapore admitted by Institute of Singapore Chartered Accountants since May 2005 and July 2013 respectively. He has been emplaced in the ASEAN chartered professional accountant in Singapore since May 2017.

Mr. Yeo obtained a bachelor degree of accountancy from Nanyang Technological University in Singapore with second class honours (upper division) in May 1992 and has been a certified internal auditor awarded by The Institute of Internal Auditors and a chartered accountant of Singapore admitted by Institute of Singapore Chartered Accountants since May 2005 and July 2013 respectively. He has been emplaced in the ASEAN chartered professional accountant in Singapore since May 2017.

Mr. Yeo has entered into a letter of appointment with the Company for an initial term of three year commencing on the Listing Date and will continue thereafter until terminated in accordance with the terms of the letter of appointment and he is entitled to a director fee of HK$240,000 per annum. Such fee will be reviewed annually by the Board and the remuneration committee of the Company may recommend to the Board on which the Board may approve with reference to his performance and the operating results of the Group.

Mr. Wong Kwun Ho (黃冠豪) ("Mr. KH Wong"), aged 37, is our independent non-executive Director. He joined our Group on 18 December 2020. Mr. KH Wong has more than 11 years of experience in financial management and public offering transactions. Prior to joining our Group, from September 2008, he was an associate in the Assurance Department at PricewaterhouseCoopers and was promoted to the position of senior associate in October 2010. He left PricewaterhouseCoopers in May 2011. From August 2011 to September 2013, Mr. KH Wong worked as assistant manager (corporate finance) at Fortune Financial Capital Limited, a subsidiary of China Fortune Financial Group Limited, a company listed on the Main Board of the Stock Exchange (stock code: 290). During the period from September 2013 to April 2017, Mr. KH Wong had been working in Guotai Junan (Hong Kong) Limited (corporate finance) at Guotai Junan Capital Limited, a subsidiary of Guotai Junan International Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1788) and his last position was assistant vice president in the corporate finance department. From April 2017 to December 2017, he worked as vice president (corporate finance) at

− 9 −

APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

CCB International Capital Limited, a subsidiary of China Construction Bank, a company listed on the Main Board of the Stock Exchange (stock code: 939). Mr. KH Wong worked as an associate director (corporate finance) at Zhongtai International Management Limited from January 2018 to December 2018. Mr. KH Wong has been appointed as an executive director at Zhongtai International Management Limited since January 2019. Mr. KH Wong was the independent non-executive director of Ascent International Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 264), from August 2018 to September 2019. Mr. KH Wong has been appointed as the independent non-executive director of Contel Technology Company Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1912) with effect from June 2019. Mr. KH Wong is a licensed representative to carry on Type 1 (dealings in securities) and a responsible officer of Type 6 (advising on corporate finance) regulated activities under the SFO.

Mr. KH Wong obtained a bachelor degree in Business Administration from The City University of Hong Kong in November 2008. He became a member of the Hong Kong Institute of Certified Public Accountants in February 2012.

Mr. KH Wong has entered into a letter of appointment with the Company for an initial term of three year commencing on the Listing Date and will continue thereafter until terminated in accordance with the terms of the letter of appointment and he is entitled to a director fee of HK$240,000 per annum. Such fee will be reviewed annually by the Board and the remuneration committee of the Company may recommend to the Board on which the Board may approve with reference to his performance and the operating results of the Group.

Mr. Ho Wing Sum (何永深) ("Mr. Ho"), aged 38, is our independent non-executive Director. He joined our Group on 18 December 2020. Mr. Ho has more than 11 years of experience in account and client management. Prior to joining our Group, from March 2004 to August 2006, he worked as an assistant accountant at Cheng & Cheng Limited. From August 2006 to October 2011, he worked as an assurance associate of Marcum Bernstein & Pinchuk LLP. From February 2012 to present, he has been the director of OnPoint Business Solutions Limited. From June 2014 to December 2018, he was the general manager of Lacubus CPA. From September 2014 and October 2017 to present, he has been the director of Unique Corporate Services Limited and the general manager of Unique & Partners CPA respectively. Since October 2018, Mr. Ho has been the director of Plutus AF Limited. In addition, Mr. Ho has been the director of Insight Power Investments Limited since January 2019. Mr. Ho has been the director of Wang Fu Consultant Company Limited since June 2020. Since July 2020, Mr. Ho has been the director of 88M Global Limited and Jupica Limited. Since December 2020, an independent non-executive director of Milestone Builder Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1667).

Mr. Ho obtained a bachelor degree in accounting from Napier University in January 2008 in Edinburgh, United Kingdom. He has been a certified public accountant recognised by Delaware Board of Accountancy since November 2011.

− 10 −

APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Ho has entered into a letter of appointment with the Company for an initial term of three year commencing on the Listing Date and will continue thereafter until terminated in accordance with the terms of the letter of appointment and he is entitled to a director fee of HK$240,000 per annum. Such fee will be reviewed annually by the Board and the remuneration committee of the Company may recommend to the Board on which the Board may approve with reference to his performance and the operating results of the Group.

Save as disclosed above, Mr. Ng, Mr. KH Ng, Mr. Yeo, Mr. KH Wong and Mr. Ho (i) have not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) are not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) do not hold any other position in the Company and other members of the Group; and (iv) are not interested in any Shares within the meaning of the Part XV of the SFO.

Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders in connection with re-election of Mr. Ng, Mr. KH Ng, Mr. Yeo, Mr. KH Wong and Mr. Ho and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the proposed grant of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE MANDATE

The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their securities subject to certain restrictions. All proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up. A maximum of 10% of the total number of issued Shares as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 1,250,000,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and assuming that no further Shares are issued and no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of the 2021 AGM, the Directors would be authorised to exercise the power of the Company to repurchase up to a maximum of 125,000,000 Shares, representing 10% of the total issued Shares as at the date of the 2021 AGM up to the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws of the Cayman Islands, or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at general meeting of the Company.

3. REASONS FOR REPURCHASES

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

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

The Directors may not repurchase the Shares 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. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorised by the Articles of

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APPENDIX II

EXPLANATORY STATEMENT

Association and subject to the Companies Law of the Cayman Islands, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles of Association and subject to Companies Law of the Cayman Islands, out of capital.

5. IMPACT ON WORKING CAPITAL OR GEARING LEVEL

An exercise of the Repurchase Mandate in full might have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2020, being the date of the Company's latest published audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

6. SHARE PRICES

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange from 13 January 2021 (the date of listing of the Shares on the Main Board of the Stock Exchange) to the Latest Practicable Date were as follows:

	Price per Share (HK$)
Month	Highest	Lowest
2021
January	0.485	0.215
February	0.270	0.217
March	0.250	0.178
April (up to the Latest Practicable Date)	0.185	0.173

7. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or our subsidiaries any of the Shares if the Repurchase Mandate is approved at the 2021 AGM.

8. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

As at the Latest Practicable Date, to the best knowledge of the Directors, having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

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APPENDIX II

EXPLANATORY STATEMENT

9. UNDERTAKING OF THE DIRECTORS

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

10. EFFECT OF TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to buy-back Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a Mandatory General Offer.

As at the Latest Practicable Date, according to the public record, and to the best of the knowledge and belief of the Directors, Mr. Ng Choon Eng, an executive Director, the chief executive officer of the Company and chairman of the Board, was beneficially interested in 937,500,000 Shares (held via Mirana Holdings Limited, the entire issued share capital of which is solely and beneficially owned by Mr. Ng), representing approximately 75% of the total number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares in accordance with the Repurchase Mandate, the shareholding of Mr. Ng would be increased to approximately 83.33% of the total number of the issued Shares. Such increase would not give rise to an obligation on the part of Legion Consortium Limited and parties acting in concert (as defined in the Takeovers Code) with it to make a Mandatory General Offer, however, the public float of the Company will not be maintained.

The Directors are not aware of any consequence which may arise under the Takeovers Code that may result from any repurchase of Shares under the Repurchase Mandate.

The Listing Rules prohibit a company from making a repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

11. SHARE REPURCHASE MADE BY THE COMPANY

The Company did not redeem any of its Shares listed and traded on the Main Board of the Stock Exchange nor did the Company or any of our subsidiaries purchase any of such Shares since the Listing Date up to the Latest Practicable Date.

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NOTICE OF 2021 AGM

Legion Consortium Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2129)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "2021 AGM") of Legion Consortium Limited (the "Company") will be held at 7 Keppel Road, #3-20/21/22/23/24, Tanjong Pagar Complex, Singapore 089053 on Thursday, 24 June 2021 at 3:00 p.m. for the following purposes:

As ordinary business,

1. To receive and adopt the audited consolidated financial statements and the reports of the directors (the "Directors") and the independent auditor of the Company for the year ended 31 December 2020.
2. To approve, each as a separate resolution, the re-election of the following Directors:
3. 1. Mr. Ng Choon Eng as an executive Director;
   2. Mr. Ng Kong Hock as an executive Director;
   3. Mr. Yeo Teck Chuan as an independent non-executive Director;
   4. Mr. Wong Kwun Ho as an independent non-executive Director; and
   5. Mr. Ho Wing Sum as an independent non-executive Director
4. To authorise the board of Directors (the "Board") to fix the Directors' remuneration for the year ending 31 December 2021.
5. To re-appoint Deloitte & Touche LLP as the independent auditor of the Company for the ensuing year and authorise the Board to fix its remuneration.
6. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
   "THAT:

1. subject to paragraph (c) of this resolution below, pursuant to the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the "Shares") or securities convertible into or exchange for Shares, or options or warrants, for similar rights to subscribe for any Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF 2021 AGM

1. the approval in paragraph (a) of this resolution above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time (the "Articles of Association"); or (iv) any issue of Shares upon the exercise of rights of subscription, conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchangeable for Shares, shall not exceed the aggregate of 20% of the aggregate number of the issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution above shall be limited accordingly; and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 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 to be held by the Articles of Association or the applicable laws of the Cayman Islands; or
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.
      "Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Directors 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 applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company)."

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NOTICE OF 2021 AGM

6. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) of this resolution below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Commission") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Commission, the Stock Exchange, the applicable laws of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. for the purpose of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 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 to be held by the Articles of Association or the applicable laws of the Cayman Islands; or
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

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NOTICE OF 2021 AGM

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

"THAT subject to the passing of resolutions nos. 5 and 6 set out in the notice convening the 2021 AGM (the "Notice"), the authority of the Directors pursuant to resolution no. 5 set out in the Notice be and is hereby approved to extend to cover such amount representing the aggregate number of the issued Shares repurchased pursuant to the authority granted pursuant to resolution no. 6 set out in the Notice."

Yours faithfully,

For and on behalf of the Board

Legion Consortium Limited

Ng Choon Eng

Chief Executive Officer, Executive Director and

Chairman of the Board

Hong Kong, 28 April 2021

Notes:

1. Any member of the Company (the "Member") entitled to attend and vote at the 2021 AGM convened by this Notice or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the Articles of Association. A proxy need not be a Member but must be present in person at the 2021 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number and class of such Shares in respect of which such proxy is so appointed.
2. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company's Hong Kong Branch Share Registrar, (1) Tricor Investors Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (on or before 18 May 2021) or (2) Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong (on or after 19 May 2021) not later than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the 2021 AGM or its adjourned meeting. Completion and return of a form of proxy will not preclude a Member from subsequently attending in person and voting at the 2021 AGM or its adjourned meeting should he/she/it so wish.
3. For determining the Members' entitlement to attend and vote at the 2021 AGM, the register of Members will be closed from Monday, 21 June 2021 to Thursday, 24 June 2021 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the 2021 AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong Branch Share Registrar, (1) Tricor Investors Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (on or before 18 May 2021) or (2) Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong (on or after 19 May 2021) for registration not later than 4:30 p.m. on Friday, 18 June 2021.
4. In relation to the proposed resolution no. 2 above, details of the retiring Directors standing for re-election are set out in Appendix I to the circular (the "Circular") of the Company dated 28 April 2021.
5. In relation to the proposed resolution no. 4 above, the Board concurs with the views of the audit committee of the Company and has recommended that Deloitte & Touche LLP be re-appointed as the independent auditor of the Company.

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NOTICE OF 2021 AGM

1. In relation to the proposed resolutions nos. 5 and 7 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any new Shares.
2. In relation to the proposed resolution no. 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Members. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix II to the Circular.
3. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll.
4. The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the executive Directors are Mr. Ng Choon Eng and Mr. Ng Kong Hock; and the independent non-executive Directors are Mr. Yeo Teck Chuan, Mr. Wong Kwun Ho and Mr. Ho Wing Sum.

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