Polytec Asset : RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Polytec Asset Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

POLYTEC ASSET HOLDINGS LIMITED

保利達資產控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 208)

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES AND

REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Polytec Asset Holdings Limited to be held at Chiu Garden, 4th Floor, Pioneer Centre, 750 Nathan Road, Kowloon, Hong Kong on Tuesday, 29 June 2021 at 10:00 a.m. is set out on pages 11 to 14 of this circular. Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy to the Company's branch share registrar in Hong Kong, Tricor Tengis 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 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of the shareholders and to prevent and control the spreading of coronavirus disease 2019 (COVID-19), the Company will implement the following precautionary measures at the 2021 AGM:

1. compulsory body temperature checks
2. compulsory wearing of surgical mask (attendees should bring their own masks)
3. no provision of refreshments or drinks

Attendee who does not comply with the precautionary measures or is subject to any HKSAR Government prescribed quarantine may be denied entry into the 2021 AGM venue, at the absolute discretion of the Company as permitted by law. As it is required to keep sufficient social distancing among all attendees, limited number of seats will be provided.

The Company would like to encourage the shareholders to exercise their rights by appointing the Chairman of the 2021 AGM as a proxy to vote on the relevant resolutions instead of attending the 2021 AGM in person.

* For identification purpose only

29 April 2021

	CONTENTS
		Page
Letter from the Board
I.	Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
II.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
III.	General Mandates to Issue New Shares and Repurchase Shares . . . . . . . . . . . . . . . .	2
IV.	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
V.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
VI.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	- Details of the Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . .	5
Appendix II	- Explanatory Statement on Repurchase Mandate. . . . . . . . . . . . . . . . . . . . .	8
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

- i -

LETTER FROM THE BOARD

POLYTEC ASSET HOLDINGS LIMITED

保利達資產控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 208)

Executive Directors:	Registered Office:
Mr. Or Wai Sheun (Chairman)	Cricket Square
Mr. Yeung Kwok Kwong	Hutchins Drive
Ms. Wong Yuk Ching	P.O. Box 2681
Ms. Chio Koc Ieng	Grand Cayman KY1-1111
	Cayman Islands
Non-executive Directors:
Mr. Lai Ka Fai	Principal Place of Business
Ms. Or Pui Ying, Peranza	in Hong Kong:
	23/F, Pioneer Centre
Independent Non-executive Directors:	750 Nathan Road
Mr. Liu Kwong Sang	Kowloon
Dr. Tsui Wai Ling, Carlye	Hong Kong
Prof. Dr. Teo Geok Tien Maurice
	29 April 2021
To the shareholders
Dear Sir or Madam,

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES AND

REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION
   The purpose of this circular is to provide shareholders with information regarding (i) the re-election of Directors of the Company; and (ii) the granting of general mandates to the Directors to issue and allot ordinary shares of the Company and to exercise the power of the Company to repurchase its own ordinary shares. Such proposals will be considered at the 2021 Annual General Meeting of the Company to be held on Tuesday, 29 June 2021 at 10:00 a.m. (the "2021 AGM").

• For identification purpose only

- 1 -

LETTER FROM THE BOARD

1. RE-ELECTIONOF DIRECTORS
   In accordance with Articles 108(A) and (B) and 112 of the Company's Articles of Association (the "Articles"), Mr. Or Wai Sheun, Ms. Wong Yuk Ching and Mr. Liu Kwong Sang will retire and, being eligible, will offer themselves for re-election at the 2021 AGM. Their biographical details are set out in Appendix I to this circular.
   Recommendations were made by the nomination committee of the Company (the "Nomination Committee") to the Board for the proposed re-election of Mr. Or Wai Sheun as an Executive Director, Ms. Wong Yuk Ching as an Executive Director and Mr. Liu Kwong Sang as an Independent Non-executive Director after having reviewed their suitability according to the assessment parameters as set out in the Director Nomination Policy of the Company and the diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service) as set out in the Board Diversity Policy of the Company. Mr. Liu Kwong Sang, who has served the Board for more than nine years, fulfilled the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange and did not actively involve in the daily operation of the Group nor does he has any interest in the Company. The Nomination Committee considers that he remains independent.
   The Board, by taking into account their extensive knowledge and experience, diversity of skills and perspectives as well as contributions to the Board, accepts the recommendations from the Nomination Committee, believes that such re-election is in the best interests of the Company and its shareholders as a whole and recommends the proposed re-election of Mr. Or Wai Sheun, Ms. Wong Yuk Ching and Mr. Liu Kwong Sang to the shareholders of the Company at the 2021 AGM.

1. GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES
   At the annual general meeting of the Company held on 10 June 2020, general mandates were given to the Directors of the Company to allot, issue and deal with additional share capital of the Company and to exercise the powers of the Company to repurchase its own shares. Such mandates, to the extent not used by the date of the 2021 AGM, will lapse at the conclusion of the 2021 AGM.
   As at 22 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular (the "Latest Practicable Date"), the number of the issued ordinary share capital was 4,438,967,838 shares.
   At the 2021 AGM, ordinary resolutions as referred in items (5), (6) and (7) of the notice convening the 2021 AGM will therefore be proposed to refresh these general mandates given to the Directors as follows:
2. 1. to allot, issue and deal with additional shares not exceeding 20% of the total number of the issued ordinary share capital of the Company as at the date of passing of such resolution (equivalent to 887,793,567 ordinary shares on the basis that the existing issued ordinary share capital of the Company of 4,438,967,838 remains unchanged as at the date of the 2021 AGM) (the "Issue Mandate");

- 2 -

LETTER FROM THE BOARD

1. to repurchase shares, on the Stock Exchange or any other stock exchange recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of the issued ordinary share capital of the Company as at the date of passing of such resolution (equivalent to 443,896,783 ordinary shares on the basis that the existing issued ordinary share capital of the Company of 4,438,967,838 remains unchanged as at the date of the 2021 AGM) (the "Repurchase Mandate"); and
2. if the Repurchase Mandate is granted, a general mandate to increase the limit of the Issue Mandate by adding to it the number of ordinary shares repurchased by the Company under the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate may only continue in force until the conclusion of the next annual general meeting of the Company; or revoked or varied by the Company in general meeting, whichever occurs first. The Directors believe that the grant of the general mandates is in the best interests of the Company.

An explanatory statement as required under the Listing Rules to provide the requisite information regarding the Repurchase Mandate is set out in Appendix II to this circular.

IV. ANNUAL GENERAL MEETING

The notice of the 2021 AGM is set out on pages 11 to 14 of this circular.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2021 AGM. An announcement on the poll vote results will be made by the Company after the 2021 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the 2021 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.polytecasset.com). Whether or not you are able to attend the 2021 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, to the Company's branch share registrar in Hong Kong, Tricor Tengis 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 2021 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from 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 be revoked.

- 3 -

LETTER FROM THE BOARD

1. RECOMMENDATION
   The Directors consider that the re-election of Directors, the granting of the Issue Mandate and the Repurchase Mandate to the Directors are in the best interests of the Company and the shareholders as a whole. Accordingly, the Directors recommend the shareholders to vote in favour of all the resolutions to be proposed at the 2021 AGM.

VI. GENERAL INFORMATION

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

Yours faithfully,

By Order of the Board

Polytec Asset Holdings Limited

Or Wai Sheun

Chairman

- 4 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2021 AGM according to the Articles, are provided below:

1. Mr. Or Wai Sheun, aged 69, joined the Company in April 2006 as the Chairman of the Board and Executive Director. Mr. Or has over 35 years of experience in property development, industrial and financial investment business in Hong Kong, Macau and the Mainland China. Mr. Or is responsible for the development of corporate strategies, corporate planning and general management of the Group. Mr. Or is also the Chairman of the Board of Kowloon Development Company Limited ("KDC"), a fellow subsidiary of the Company, whose shares are listed on the Main Board of the Stock Exchange, and a Director of Intellinsight Holdings Limited ("Intellinsight") and New Explorer Developments Limited ("New Explorer"), both being substantial shareholders of the Company. He is the father of Ms. Or Pui Ying, Peranza.
   Save as disclosed above, Mr. Or did not hold any other directorships in listed companies in the last three years.
   As at the Latest Practicable Date, Mr. Or is deemed to be interested in 2,615,636,918 ordinary shares in the Company through his interest in Intellinsight (a wholly-owned subsidiary of New Explorer which is wholly-owned by Mr. Or), representing 58.92% of the existing issued ordinary shares of the Company. He is also deemed to be interested in 831,047,624 ordinary shares in KDC through his interest in Intellinsight, representing 70.63% of the existing issued ordinary shares of KDC.
   Save as disclosed above, Mr. Or did not have any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations which were required to be disclosed under Part XV of the Securities and Futures Ordinance.
   There is a service contract between Mr. Or and the Company. The service contract has no specified length or proposed length of services but Mr. Or will be subject to retirement by rotation and will be eligible for re-election at future annual general meetings of the Company in accordance with the provisions of the Articles. The Company can determine the service contract without payment of compensation (other than statutory compensation). Mr. Or did not receive any remuneration from the Company for the year ended 31 December 2020.
   Save as disclosed above, in relation to the re-election of Mr. Or, there are no other matters that need to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

- 5 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

1. Ms. Wong Yuk Ching, aged 64, joined the Company in January 2002 as an Executive Director. Prior to joining the Company, she held managerial and director positions in a number of large garment trading and manufacturing companies. She has over 20 years of experience in the garments industry. Ms. Wong is currently responsible for the development of corporate strategies, corporate planning and the day-to-day management of the Group.
   Save as disclosed above, Ms. Wong did not hold any other directorships in listed companies in the last three years and does not have any relationships with any other directors, senior management or substantial or controlling shareholders of the Company.
   As at the Latest Practicable Date, Ms. Wong holds 9,895,900 ordinary shares in the Company, representing 0.22% of the existing issued ordinary share capital of the Company, and 1,170,000 ordinary shares in KDC, representing 0.10% of the existing issued ordinary share capital of KDC.
   Save as disclosed above, Ms. Wong did not have any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations which were required to be disclosed under Part XV of the Securities and Futures Ordinance.
   There is a service contract between Ms. Wong and the Company. The service contract has no specified length or proposed length of services but Ms. Wong will be subject to retirement by rotation and will be eligible for re-election at future annual general meetings of the Company in accordance with the provisions of the Articles. The Company can determine the service contract without payment of compensation (other than statutory compensation). Ms. Wong is currently entitled to a basic salary of HK$1,653,600 per annum, other benefits in kind and a discretionary bonus to be determined by the Board based on the recommendation by the remuneration committee of the Company (the "Remuneration Committee") with reference to her performance, duties and responsibilities, the performance of the Company and the prevailing market conditions.
   Save as disclosed above, in relation to the re-election of Ms. Wong, there are no other matters that need to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

- 6 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

1. Mr. Liu Kwong Sang, aged 59, joined the Company in July 2000 as an Independent Non-executive Director. He has been practising as a certified public accountant in Hong Kong with more than 25 years' experience. Mr. Liu graduated with honours from the Hong Kong Polytechnic University with a bachelor degree in accountancy and obtained the Master degree in Business Administration from the University of Lincoln, the United Kingdom. He is a fellow member of the Institute of Chartered Accountants in England and Wales, a fellow member of the Association of Chartered Certified Accountants, a fellow member of the Institute of Financial Accountants, the United Kingdom and a fellow member of the Institute of Public Accountants, Australia. He is also a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Society of Registered Financial Planners, a fellow member of the Taxation Institute of Hong Kong and a Certified Tax Adviser. Mr. Liu is an Independent Non-executive Director of China National Culture Group Limited and Earthasia International Holdings Limited, both companies are listed on the Main Board of the Stock Exchange. He is also an Independent Non-executive Director of abc Multiactive Limited, a company listed on the GEM Board of the Stock Exchange and ATIF Holdings Limited, a company listed on the Nasdaq Stock Market of the United States. Mr. Liu was also an Independent Non-executive Director of Pine Care Group Limited, a company listed on the Main Board of the Stock Exchange but he resigned on 19 October 2020.
   Save as disclosed above, Mr. Liu did not hold any other directorships in listed companies in the last three years and does not have any relationships with any other directors, senior management or substantial or controlling shareholders of the Company. Mr. Liu does not hold any positions with the Company or its subsidiaries, other than that of an Independent Non-executive Director of the Company.
   As at the Latest Practicable Date, Mr. Liu did not have any interests or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations which were required to be disclosed under Part XV of the Securities and Futures Ordinance.
   There is a service contract between Mr. Liu and the Company. The service contract has no specified length or proposed length of services but Mr. Liu will be subject to retirement by rotation and will be eligible for re-election at future annual general meetings of the Company in accordance with the provisions of the Articles. The Company can determine the service contract without payment of compensation (other than statutory compensation). Mr. Liu's director's fee is determined by the Board based on the recommendation by the Remuneration Committee with reference to his duties and responsibilities with the Company and the prevailing market conditions. Save for a director's fee of HK$200,000, Mr. Liu did not receive any other emolument from the Company for the year ended 31 December 2020.
   Mr. Liu has been appointed as an Independent Non-executive Director since 2000. As Mr. Liu has fulfilled the requirements under Rule 3.13 of the Listing Rules and did not actively involve in daily operation of the Group nor does he has any interest in the Company, the Board considers that Mr. Liu is independent notwithstanding that he has served as Independent Non-executive Director of the Company for more than nine years. Given his experience and expertise, the Board is of the view that Mr. Liu should be re-elected as Independent Non-executive Director.
   Save as disclosed above, in relation to the re-election of Mr. Liu, there are no other matters that need to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

- 7 -

APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2021 AGM in relation to the granting of the Repurchase Mandate.

1. SHAREHOLDERS' APPROVAL
   The Listing Rules provide that all proposed share repurchases on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific approval in relation to specific transactions, and the shares proposed to be purchased by the company must be fully paid up.
2. SHARE CAPITAL
   As at the Latest Practicable Date, the total number of issued ordinary share capital of the Company comprised 4,438,967,838 fully paid ordinary shares. Subject to the passing of the relevant resolution at the 2021 AGM, the Company would be allowed under the Repurchase Mandate to repurchase not exceeding of 443,896,783 ordinary shares (representing 10% of the total number of the issued ordinary share capital as at the date of the 2021 AGM on the basis that no further ordinary shares will be issued or repurchased prior to the date of the 2021 AGM).
3. REASONS FOR SHARE REPURCHASES
   The Directors believe that it is in the best interests of the Company and its shareholders as a whole for the Directors to have a general authority from the shareholders to enable the Company to repurchase shares on the stock market at any appropriate time. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders as a whole.
4. FUNDING OF REPURCHASES
   The Directors propose that repurchases of ordinary shares under the Repurchase Mandate in these circumstances would be financed from the Company's distributable profits and proceeds of a fresh issue of shares. In repurchasing shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the applicable laws of the Cayman Islands.
   There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate is 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.

- 8 -

APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

5. GENERAL INFORMATION

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have any present intention to sell any shares to the Company if the Repurchase Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

If, as a result of a repurchase of the shares, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Code on Takeovers and Mergers (the "Takeovers Code"). As a result, a shareholder or a group of shareholders acting in concert could, depending on the level of increase of shareholding interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Intellinsight Holdings Limited held 2,615,636,918 ordinary shares of the Company, representing approximately 58.92% of the total number of the issued ordinary share capital of the Company. In the event that the Directors exercise the power in full to repurchase shares pursuant to the Repurchase Mandate, the shareholding held by Intellinsight Holdings Limited would be increased to approximately 65.47% of the issued ordinary share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

The Listing Rules prohibit a company from making repurchase of its shares 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 company's 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.

- 9 -

APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

6. SHARE PRICES

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

	Share prices (per share)
	Highest	Lowest
	HK$	HK$
2020
April	0.87	0.80
May	0.85	0.80
June	0.84	0.74
July	0.77	0.70
August	0.74	0.67
September	0.71	0.64
October	0.67	0.62
November	0.72	0.61
December	0.88	0.71
2021
January	1.48	0.86
February	1.48	1.45
March	1.47	1.45
April (up to the Latest Practicable Date)	1.48	1.45

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company has not repurchased any shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 10 -

NOTICE OF ANNUAL GENERAL MEETING

POLYTEC ASSET HOLDINGS LIMITED

保利達資產控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 208)

NOTICE IS HEREBY GIVEN that the 2021 Annual General Meeting of shareholders of Polytec Asset Holdings Limited (the "Company") will be held at Chiu Garden, 4th Floor, Pioneer Centre, 750 Nathan Road, Kowloon, Hong Kong on Tuesday, 29 June 2021 at 10:00 a.m. (the "2021 AGM") for the following purposes:

1. To receive and consider the audited financial statements, the report of the directors and the independent auditor's report for the year ended 31 December 2020.
2. To re-elect retiring Directors.
3. To authorise the Board of Directors to fix the Directors' remuneration.
4. To re-appoint KPMG as auditor and to authorise the Board of Directors to fix the auditor's remuneration.

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

5. "THAT:

1. subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
3. the total number of ordinary share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of options granted under a share option scheme of the Company; and

• For identification purpose only

- 11 -

NOTICE OF ANNUAL GENERAL MEETING

1. any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total number of issued ordinary share capital of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

1. for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or the laws of the Cayman Islands to be held, and

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares (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 any relevant jurisdiction or the requirements of any recognised regulatory body or any recognised stock exchange). "

6. "THAT

1. subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognised by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
2. the total number of the issued ordinary shares to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the issued ordinary share capital of the Company as at the date of 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;

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

1. the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and
2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or the laws of the Cayman Islands to be held."

7. "THAT conditional upon the passing of the Resolutions (5) and (6) as set out in the notice convening this meeting, the general mandate granted to the Directors of the Company pursuant to Resolution (5) as set out in the notice convening this meeting be and is hereby extended by the addition of the total number of ordinary share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution (6) as set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total issued ordinary share capital of the Company as at the date of passing of this Resolution."

By Order of the Board

Polytec Asset Holdings Limited

Or Wai Sheun

Chairman

Hong Kong, 29 April 2021

Notes:

1. Any shareholder of the Company entitled to attend and vote at the 2021 AGM is entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. To be effective, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis 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 meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
3. For the purpose of determining shareholders who are entitled to attend and vote at the 2021 AGM, the Register of Members of the Company will be closed from Thursday, 24 June 2021 to Tuesday, 29 June 2021, both dates inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the 2021 AGM, all the transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 23 June 2021.
4. All resolutions set out in this notice will be taken by poll at the 2021 AGM.
5. To safeguard the health and safety of the shareholders and to prevent and control the spreading of coronavirus disease 2019 (COVID-19), the Company will implement the following precautionary measures at the 2021 AGM:
6. 1. Compulsory body temperature checks will be conducted on every attendee at the entrance of the 2021 AGM venue. Any person with a body temperature of over 37.4 degrees Celsius, has any flu-like symptoms or is otherwise unwell may be denied entry into the venue.

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

1. 1. All attendees are required to wear surgical masks before they are permitted to attend and throughout their attendance of the 2021 AGM. Please note that no surgical masks will be provided by the Company and attendees should bring and wear their own surgical masks.
   2. No refreshments or drinks will be served to the attendees at the 2021 AGM.
   3. It is required to keep sufficient social distancing among all attendees. As a result, only a limited number of seats will be provided.
2. Attendee who does not comply with the precautionary measures or is subject to any HKSAR Government prescribed quarantine may be denied entry into the 2021 AGM venue or required to leave the venue, at the absolute discretion of the Company as permitted by law.
3. To protect the shareholders from the risk of infection, the Company would like to encourage the shareholders to exercise their rights by appointing the Chairman of the 2021 AGM as a proxy to vote on the relevant resolutions instead of attending the 2021 AGM in person.
4. Subject to the development of COVID-19 in Hong Kong, the Company may be required to change the 2021 AGM arrangements at short notice. Shareholders should check the Company's website for future announcements and updates on the arrangements, if any.
5. If a tropical cyclone warning signal No. 8 or above is or is expected to be hoisted, the HKSAR Government has announced or is expected to issue an announcement on "extreme conditions" caused by super typhoons or a black rainstorm warning signal is or is expected to be in force at any time after 7:00 a.m. on the date of the 2021 AGM, the 2021 AGM will be postponed or adjourned. The Company will post an announcement on the respective websites of the Stock Exchange and the Company to notify the shareholders of the date, time and venue of the rescheduled meeting.
6. The English text of this notice shall prevail over the Chinese text in case of inconsistency.

- 14 -