Neo Neon : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION AND APPOINTMENT OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUEST YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Neo-NeonHoldings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

This document is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares.

Neo-Neon Holdings Limited

同方友友控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01868)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES

AND

TO REPURCHASE SHARES,

RE-ELECTION AND APPOINTMENT OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of Neo-Neon Holdings Limited (the "Company") is set out on pages 4 to 8 of this circular. A notice convening the annual general meeting of the Company, to be held at 15th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong on Friday, 25 June 2021 at 11:00 am is set out on pages 15 to 18 of this circular.

A form of proxy for the AGM is enclosed with this document. Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Measures will be taken to try to prevent and control the spread of COVID-19 at the annual general meeting, including:

• use of telecommunication facilities and restricting the number of non-shareholder attendees
• compulsory temperature checks and health declarations
• compulsory wearing of face masks
• maintain proper distance between seats
• no provision of gifts, food or beverages

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company will require attendees to wear face masks and reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person. If any shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such enquiries or matters to the Board by addressing them to Mr. Chow Hiu Tung, the Company's company secretary, by mail at the Company's principal place of business in Hong Kong or by email at [e-mail].

29 April 2021

		CONTENTS
			Page
DEFINITIONS	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	-	EXPLANATORY STATEMENT ON REPURCHASE
		MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II	-	DETAILS OF THE DIRECTORS PROPOSED TO BE
		ELECTED AND RE-ELECTED . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"2020 Annual Report"	the annual report of the Company for the year ended 31
	December 2020
"AGM"	the annual general meeting of the Company to be
	convened and held at 15th Floor, Allied Kajima
	Building, 138 Gloucester Road, Wanchai, Hong Kong on
	Friday, 25 June 2021 at 11:00 am, or where the context
	so admits, any adjournment thereof
"Articles of Association", or	the articles of association of the Company adopted on 20
"Articles"	November 2006
"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of
	Hong Kong) as amended, supplemented or otherwise
	modified from time to time
"Company"	Neo-Neon Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability, the Shares of
	which are listed on main board of the Stock Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company

- 1 -

	DEFINITIONS
"Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that the aggregate
	nominal value of the Shares which may be allotted and
	issued under the Issue Mandate may be extended by an
	addition of an amount representing the aggregate
	nominal value of Shares repurchased under the
	Repurchase Mandate
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to allot, issue and deal with unissued Shares
	with an aggregate nominal value not exceeding 20% of
	the aggregate nominal value of the share capital of the
	Company in issue as at the date of passing the relevant
	resolution at the AGM
"Latest Practicable Date"	22 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Repurchase Mandate"	general and unconditional mandate proposed to be
	granted to the Directors at the AGM to repurchase such
	number of issued and fully paid Shares of up to 10% of
	the aggregate nominal amount of the issued share capital
	of the Company as at the date of passing of the relevant
	resolutions granting such mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.1 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 2 -

	DEFINITIONS
"substantial shareholders"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Codes on Takeovers and Mergers
"THTF ES"	THTF Energy Saving Holdings Limited, a substantial
	shareholder of the Company
"Tsinghua Tongfang"	同方股份有限公司 (Tsinghua Tongfang Co., Ltd*), a
	joint stock limited company incorporated in the PRC,
	whose shares are listed and traded on the Shanghai
	Stock Exchange (stock code: 600100)
"HK$" and "cents"	Hong Kong dollars and cents, the lawful currency of
	Hong Kong
"%"	per cent.

• for identification purpose

- 3 -

LETTER FROM THE BOARD

Neo-Neon Holdings Limited

同方友友控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01868)

Executive Directors:	Registered office:
Mr. Gao Zhi	Cricket Square
Mr. Liu Zhigang	Hutchins Drive
	P.O. Box 2681
Non-executive Directors:	Grand Cayman KY1-1111
Mr. Zhou Hai Ying	Cayman Islands
Mr. Seah Han Leong
	Head office and principal place of
Independent Non-executive Directors:	business in Hong Kong:
Mr. Fan Ren Da Anthony	15th Floor,
Mr. Liu Tian Min	Allied Kajima Building
Ms. Li Ming Qi	138 Gloucester Road
	Wanchai
	Hong Kong
	29 April 2021

To the Shareholders and, for information only, optionholders of the Company

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES

AND

TO REPURCHASE SHARES,

RE-ELECTION AND APPOINTMENT OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate (collectively the "Mandates"), the re-election of the relevant Directors and to seek your approval of the resolutions to these matters at the AGM.

- 4 -

LETTER FROM THE BOARD

ISSUE MANDATE

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with unissued Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM. As at the Latest Practicable Date, a total of 2,094,465,417 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 418,893,083 Shares.

REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 209,446,541 Shares.

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.

EXTENSION MANDATE

In addition, an ordinary resolution will also be proposed at the AGM to extend the Issue Mandate by an addition of an amount representing the aggregate nominal value of Shares repurchased under the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders of the Company in a general meeting prior to the next annual general meeting of the Company.

- 5 -

LETTER FROM THE BOARD

ELECTION AND RE-ELECTION OF DIRECTORS

Article 86(3) of the Articles of Association provides that any Director appointed by the Board to fill a casual vacancy in the Board shall hold office until the first general meeting of the Company after his/her appointment and be subject to re-election at such meeting, and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

According to Article 87(1) of the Articles of Association, one-third of the Directors for the time being shall retire from office by rotation at every annual general meeting of the Company. According to Article 87(2), the retiring Director shall be eligible for re-election.

In accordance with Article 86(3), 87(1) and 87(2) of the Articles of Association, Mr. Seah Han Leong, Mr. Liu Tian Min and Mr. Liu Zhigang shall retire at the AGM. Mr. Seah Han Leong has informed the Company that in order to devote more time to his other business commitments, he will not offer themselves for re-election as Director of the Company after his retirement by rotation. Mr. Liu Tian Min and Mr. Liu Zhigang, being eligible, offer themselves for re-election.

To fill the vacancy due to Mr. Seah's retirement, Mr. Liang Wuquan was nominated and recommended for the position of the non-executive Director and a member of the risk management and regulatory compliance committee. His appointment is subject to the consideration of and approval by the Shareholders at the AGM.

Having considered the cultural and educational background, skills, knowledge and experience of the retiring Directors who offered themselves for re-election, with regard to the Company's board diversity policy, Mr. Liu Zhigang, Mr. Liu Tian Min and Mr. Liang Wuquan were nominated and recommended for re-election and/or appointment as Directors at the AGM. The board diversity policy sets out that appointments of members of the Board are based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, experience (professional or otherwise), skills and knowledge. The Board notes that these Directors have extensive experience in different fields and professions that are relevant to the Company's business development. In addition, their respective education, background, experience and practice allow them to provide valuable and relevant insights and contribute to the diversity of the Board.

Details of the above-mentioned Directors proposed to be re-elected and appointed at the AGM are set out in Appendix II to this circular.

Each of the independent non-executive Directors of the Company, has confirmed independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The nomination committee of the Company is also responsible for, inter alia, assessing the independence of independent non-executive Directors. The nomination committee assessed and reviewed the individual independent non-executive Director's annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules, and affirmed that all independent non-executive Directors remained independent.

- 6 -

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The 2020 Annual Report incorporating the audited financial statements of the Group for the year ended 31 December 2020 is despatched to the Shareholders together with this circular.

Set out on pages 15 to 18 of this circular is a notice convening the AGM for the Shareholders to consider and, if appropriate, to approve the ordinary resolutions relating to, among other things, the Repurchase Mandate, the Issue Mandate, the extension of the Issue Mandate and re-election of retiring Directors.

A form of proxy for use at the AGM is enclosed herewith. If you are not able to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTING BY POLL

Pursuant to Rule 13.39 of the Listing Rules, any votes of the Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the AGM will demand a poll for each and every resolution put forward at the AGM pursuant to the Articles of Association. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39 of the Listing Rules.

As a good corporate governance practice, the retiring Directors who are Shareholders will abstain from voting on their re-election at the 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.

- 7 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the grant of the Repurchase Mandate, the Issue Mandate, the Extension Mandate and the re-election of retiring Directors are all in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

ADDITIONAL INFORMATION

Your attention is also drawn to Appendices I and II to this circular.

Yours faithfully,

For and on behalf of the Board of

Neo-Neon Holdings Limited

Gao Zhi

Chairman

- 8 -

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own Shares on the Stock Exchange subject to certain restrictions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,094,465,417 Shares. On the basis of no further new Shares will be issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 209,446,541 Shares, representing 10% of the Shares in issue at the date of the AGM.

3. REASONS FOR REPURCHASES

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

4. FUNDING OF REPURCHASES

In purchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands and the Listing Rules. Repurchases will be made out of funds of the Company legally permitted to be utilized in this connection, including the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles of Association and subject to the provisions of the Companies Law, 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, or, if so authorized by the Articles of Association and subject to the provisions of the Companies Law, out of capital of the Company.

There may be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statement of the Company for the year ended 31 December 2020 in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

5. SHARE PRICES

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

		Share Prices (per Share)
		Highest	Lowest
		HK$	HK$
	2020
	April	0.55	0.495
	May	0.53	0.495
	June	0.55	0.43
	July	0.72	0.50
	August	1.01	0.66
	September	1.06	0.61
	October	0.64	0.56
	November	0.58	0.50
	December	0.54	0.47
	2021
	January	0.51	0.45
	February	0.57	0.485
	March	0.495	0.46
	April (up to the Latest Practicable Date)	0.50	0.47
6.	UNDERTAKING

None of the Directors, to the best of their knowledge having made all reasonable enquiries, their close associates has any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

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

7. CONNECTED PERSON

To the best of the Directors' knowledge having made all reasonable enquiries, no core connected person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved or exercised.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

8. TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases when the Company exercises its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, the controlling shareholders of the Company, namely THTF ES, Resuccess Investments Limited and Tsinghua Tongfang (the "Controlling Shareholders"), together exercise and/or control the exercise of approximately 64.8% voting rights in the general meeting of the Company.

In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the direct and indirect shareholding of the Controlling Shareholders in the Company would increase to approximately 72.0% of the issued share capital of the Company. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.

The Directors will not exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

9. SHARE REPURCHASE MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

- 11 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE ELECTED AND RE-ELECTED

1. LIST OF CANDIDATES

The biographical details of the Directors to be elected and re-elected at the AGM are set out below:

Executive Director

Mr. Liu Zhigang (劉智綱), aged 42, was appointed as an executive Director, a member of the risk management and regulatory compliance committee, and the vice president of the Company with effect from 2 November 2020. He is responsible for the business of securities sector of the Company. Mr. Liu is an associate member of Association of International Accountants and is recognised as a senior economist by the Department of Human Resources and Social Security of Yunnan Province. He holds a diploma in business administration from Nankai University and has extensive experience in financial institution management. From March 2007 to June 2020, he worked for Bank of Communications and his last held position was the Xinan Cun sub-branch manager of Bank of Communications Tianjin Branch.

Save as disclosed above, as at the Latest Practicable Date, Mr. Liu did not hold any office of directorships in other listed public companies in the last three years, and he has no relationship with any of the Directors, senior management or substantial shareholders or controlling shareholders of the Company.

Mr. Liu has entered into a service contract with the Company for an initial term of three years commencing from 2 November 2020 which will continue thereafter until terminated by not less than three months' notice in writing served by either party on the other, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. The annual remuneration payable to Mr Liu includes an annual base salary of RMB700,000, an annual housing allowance of RMB200,000 and an annual performance bonus not exceeding RMB300,000. His emoluments are determined by the Board with reference to his qualification and experience, as well as the responsibilities to be undertaken.

As at the Latest Practicable Date, Mr. Liu had no interest in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Liu has no information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of Shareholders.

- 12 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE ELECTED AND RE-ELECTED

Non-Executive Director

Mr. Liang Wu Quan (梁武全), aged 45, graduated from South China University (previously known as Zhongnan Industrial University)* (南華大學，前稱中南工學院) with a bachelor degree in Economics in 1997 and graduated from Tsinghua University (清華大學) with a Master degree in Accounting in 2009. He has been recognised as a senior accountant* (高級會計師) and Nation's Leading Accounting Talent* (全國會計領軍人才) in 2008 and 2016 respectively. Mr. Liang has extensive experience in financial management. He has been the financial controller and head of finance of Tsinghua Tongfang Co., Ltd.* (同方股份有限 公司), a company limited on the Shanghai Stock Exchange (stock code: 600100) and the ultimate holding company of the Company, since February 2020. Prior to that, he was with China National Nuclear Corporation* (中國核工業集團有限公司) since February 2010 and held various key positions.

Save as disclosed above, as at the Latest Practicable Date, Mr. Liang did not hold any office of directorships in other listed public companies in the last three years, and he has no relationship with any of the Directors, senior management or substantial shareholders or controlling shareholders of the Company.

Subject to the appointment of Mr. Liang as a non-executive Director being approved by the Shareholders at the AGM, the Company will enter into a service contract with Mr. Liang for an initial term of three years commencing on the date of the AGM which will continue thereafter until terminated by not less than three months' notice in writing served by either party on the other, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. There will be no initial annual remuneration payable to Mr. Liang, subject to annual review by the Remuneration Committee and the Board.

As at the Latest Practicable Date, Mr. Liang had no interest in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Liang has no information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of Shareholders.

Independent non-executive Director

Mr. Liu Tian Min (劉天民), aged 59, was appointed as an independent non-executive Director on 25 August 2014. He is the managing partner of SB China Venture Capital Limited, non-executive director of Technovator International Limited (stock code: 1206) and the independent director of Taiwan Wax Company, Ltd. (stock code: 1742). Mr. Liu served as vice president of Tsinghua Tongfang and the general manager of digital TV system group from 2003 to 2009. Technovator International Limited is listed on the Main Board of Stock Exchange, and Taiwan Wax Company, Ltd. is listed on Taiwan Stock Exchange.

- 13 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE ELECTED AND RE-ELECTED

Save as disclosed above, as at the Latest Practicable Date, Mr. Liu did not hold any office of directorships in other listed public companies in the last three years, and he has no relationship with any of the Directors, senior management or substantial shareholders or controlling shareholders of the Company.

Mr. Liu has entered into a service contract with the Company for an initial term of three years commencing from 25 August 2014 which had continued thereafter until terminated by not less than two months' notice in writing served by either party on the other. Mr. Liu is entitled to a salary of HK$400,000 per annum. His emoluments are determined by the Board with reference to his qualification and experience, as well as the responsibilities to be undertaken.

As at the Latest Practicable Date, Mr. Liu had no interest in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Liu has no information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of Shareholders.

2. PROCEDURES FOR NOMINATION OF DIRECTORS BY THE SHAREHOLDERS

Procedures for nomination of Directors by the Shareholders

In the event that a Shareholder has the intention to propose a person for election as a Director on the general meeting, such Shareholder may lodge a notice in written for such purpose to the Company's office in Hong Kong addressed to "the Board" or "the Company Secretary". To serve the purpose of notifying the Shareholders of such nominations by the Company, the written notice(s) shall contain: (i) a notice that states the full name of such Shareholder proposing and his/her indication on nominating a person for election as a Director, the name and the biography of such person being nominated pursuant to the Rule 13.51(2) of the Listing Rules, which is signed by such Shareholder; and (ii) a notice that states clearly such person being nominated is willing to offer himself/herself for election, which is signed by him/her. The length of period, during which such notice(s) are given, shall be the seven (7) day period following the despatch of the notice of the general meeting appointed for such election (or such other period for the lodgment of notice(s) as may be determined by the Directors from time to time, provided that such other period shall be at least seven (7) days, commence no earlier than the day after the despatch of the notice of the general meeting and no later than seven (7) days prior to the date appointed for such general meeting.

Procedures for Shareholders to convene an extraordinary general meeting

According to the Articles of the Company, if a Shareholder holding, at the date of deposit of the requisition, not less than one tenth of the paid up capital of the Company having the right of voting at general meetings of the Company has an intention to nominate a person for election, such Shareholder may at any time, by written requisition, together with the aforesaid notice(s) to the Board or the company secretary of the Company require an extraordinary general meeting to be called by the Board for the consideration of such nomination. An extraordinary general meeting shall be held within two (2) months after the deposit of such requisition.

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

Neo-Neon Holdings Limited

同方友友控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01868)

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "AGM") of Neo-Neon Holdings Limited (the "Company") will be held at 15th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong on Friday, 25 June 2021 at 11:00 am, to transact the following businesses:

1. To receive and consider the audited financial statements and the reports of the Directors and auditors of the Company and its subsidiaries for the year ended 31 December 2020.
2. (i) To re-elect Mr. Liu Zhigang as an executive director ("Director") of the Company;
3. 1. To re-elect Mr. Liu Tian Min as an independent non-executive Director;
   2. To appoint Mr. Liang Wu Quan as a non-executive Director to fill the vacancy due to Mr. Seah's retirement; and
   3. To authorize the board of Directors (the "Board") to fix the remuneration of the Directors.
4. To re-appoint Ernst & Young as auditors and to authorize the Board to fix their remuneration.
5. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. "THAT:
2. 1. subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the "Shares"), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined);
3. 1. the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an 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 (the "Articles of Association"); shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
4. for the purpose 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 the Articles of Association or any applicable law of the Cayman Islands to be held; or
   3. the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of Shares or issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to the holders of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

1. "THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
   3. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   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 by the Articles of Association or any applicable law of the Cayman Islands to be held; or
      3. the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT conditional upon resolutions numbered 4(A) and 4(B) above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4(A) above be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution."

By Order of the Board

Neo-Neon Holdings Limited

Gao Zhi

Chairman

Hong Kong, 29 April 2021

Notes:

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.
3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the AGM.
4. The register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the AGM, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's share registrars in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 21 June 2021. The record date for the determination of the entitlement to attend and vote at the AGM will be Friday, 25 June 2021.
5. A circular containing, inter alia, details of the proposed general mandates to issue and repurchase Shares of the Company and information of the retiring Directors who are proposed to be re-elected at the AGM, will be despatched to shareholders of the Company together with the annual report of the Company for the year ended 31 December 2020.

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