Prosperous Industrial : REPURCHASE MANDATE AND GENERAL MANDATE, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, DECLARATION OF DIVIDENDS 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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other independent professional adviser.

If you have sold or transferred all your Shares, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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 representations 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.

PROSPEROUS INDUSTRIAL (HOLDINGS) LIMITED

其 利 工 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1731)

REPURCHASE MANDATE AND GENERAL MANDATE, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, DECLARATION OF DIVIDENDS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Prosperous Industrial (Holdings) Limited (the ''Company'') to be held at 10:00 a.m. on Friday, 11 June 2021, at Room 1202, 12/F, The Center, 99 Queen's Road Central, Central, Hong Kong is set forth on pages 17 to 21 to this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case maybe).

Completion and return of the accompanying form of proxy will not preclude you from subsequently attending and voting in person at the Annual General Meeting of the Company or any adjourned meeting should you so wish.

References to time and dates in this circular are to Hong Kong time and dates.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for the measures to be implemented at the Annual General Meeting by the Company against the epidemic to protect the attendees from the risk of infection of the Novel Coronavirus (''COVID-19''), including:

• compulsory body temperature check
• compulsory wearing of surgical face mask
• no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. The Company wishes to advise Shareholders that you may appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

29 April 2021

TABLE OF CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . . . 1

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

APPENDIX I - EXPLANATORY STATEMENT FOR
THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II - INFORMATION OF THE RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED AT
THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/en/features/102742.html), the Company will implement necessary preventive measures at the Annual General Meeting to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

1. Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.2 degrees Celsius may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
2. Attendees are required to prepare his/her own surgical face masks and wear the same inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.
3. No corporate gifts will be distributed and no refreshments will be served.

To the extent permitted under law, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

The proxy form, which can also be downloaded from the Company's website (http://www.pihl.hk), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company to be held at
	10:00 a.m. on Friday, 11 June 2021, at Room 1202, 12/F,
	The Center, 99 Queen's Road Central, Central, Hong Kong
	or any adjournment thereof (as the case may be);

''Articles''

''Board''

''Companies Law''

''Company''

''Directors''

''Exchange''

''General Mandate''

''Group''

''HK$''

''Hong Kong''

''Latest Practicable Date''

the amended and restated articles of association of the Company, as amended from time to time;

the board of Directors;

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended from time to time;

Prosperous Industrial (Holdings) Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Exchange (stock code: 1731);

the directors of the Company;

The Stock Exchange of Hong Kong Limited;

the general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with new Shares or to grant any offers, agreements or options which would or might require Shares to be issued, allotted or disposed of not exceeding 20% of the number of the Shares in issue as of the date of passing the resolution approving the said mandate;

the Company and its subsidiaries;

Hong Kong dollars, the lawful currency of Hong Kong;

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

20 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

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	DEFINITIONS
''Listing Rules''	the Rules Governing the Listing of Securities on the
	Exchange;
''Notice''	the notice dated 29 April 2021 convening the Annual
	General Meeting as set forth on pages 17 to 21 to this
	circular;
''Ordinary Resolutions''	the proposed ordinary resolutions in respect of the matters
	referred to in the Notice;
''Register of Members''	the register of members of the Company maintained by the
	Registrar in Hong Kong;
''Registrar''	the branch share registrar of the Company, Tricor Investor
	Services Limited at Level 54, Hopewell Centre, 183
	Queen's Road East, Hong Kong;
''Repurchase Mandate''	the general mandate proposed to be granted to the
	Directors to exercise the powers of the Company to
	purchase Shares up to a maximum of 10% of the number
	of the Shares in issue as of the date of passing of the
	resolution approving the said mandate;
''SFO''	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
''Share(s)''	ordinary share(s) of HK$0.01 each in the share capital of
	the Company;
''Shareholder(s)''	the registered holder(s) of the Share(s);
''Takeovers Code''	The Codes on Takeovers and Mergers and Share Buy-
	backs; and
''%''	per cent.

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LETTER FROM THE BOARD

PROSPEROUS INDUSTRIAL (HOLDINGS) LIMITED

其 利 工 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1731)

Executive Directors:	Registered office:
Mr. Yeung Shu Kin (Chairman)	Cricket Square
Mr. Yeung Shu Kai	Hutchins Drive
Mr. Yeung Wang Tony	P.O. Box 2681
	Grand Cayman, KY1-1111
Non-executive Directors:	Cayman Islands
Mr. Chau Chi Ming
Mr. Tsai Nai-Yung	Headquarter and principal place of
	business in Hong Kong:
Independent Non-executive Directors:	Unit 1-2, 1/F, Join-In Hang Sing Centre
Mr. Chiu Che Chung Alan	71-75 Container Port Road
Mr. Ko Siu Tak	Kwai Chung, New Territories
Mr. Yip Kwok Cheung	Hong Kong
	29 April 2021
To the Shareholders:
Dear Sir or Madam,

REPURCHASE MANDATE AND GENERAL MANDATE, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, DECLARATION OF DIVIDENDS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

REPURCHASE MANDATE

At the Annual General Meeting, 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 Shares subject to the criteria set forth in this circular. In particular, you should note that the maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the number of the Shares in issue as of the date of passing of the resolution, subject to the requirements of the Listing Rules. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by any applicable laws or the Articles and the date upon which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement, which is set forth in Appendix I to this circular.

GENERAL MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with further Shares or to grant any offers, agreements or options which would or might require Shares to be issued, allotted or disposed of, representing up to 20% of the number of the Shares in issue as of the date of passing of the resolution. As of the Latest Practicable Date, the number of the Shares in issue was 1,120,000,000 and they were all fully paid up. Assuming that there is no change in the number of the Shares in issue during the period from the Latest Practicable Date to the date of passing the aforesaid resolution, the maximum number of Shares which may be issued pursuant to the aforesaid general and unconditional mandate on the date of passing the aforesaid resolution will be 224,000,000 Shares.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the General Mandate, a separate ordinary resolution will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the General Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the General Mandate the number of Shares purchased under the Repurchase Mandate, if granted.

RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to article 84(1) of the Articles, at each annual general meeting, 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, provided that every Director shall be subject to retirement at an annual general meeting at least once every three years and shall then be eligible for re-election.

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LETTER FROM THE BOARD

Mr. Yeung Shu Kai, Mr. Ko Siu Tak and Mr. Yip Kwok Cheung will retire in accordance with article 84(1) of the Articles. All retiring Directors, being eligible, would offer themselves for re-election at the Annual General Meeting.

Further information on such retiring Directors is set forth in Appendix II to this circular.

DECLARATION OF DIVIDEND

The Directors have resolved to recommend the payment of a final dividend of HK1 cent per share (the ''Final Dividend'') and a special dividend of HK6 cents per share (the ''Special Dividend'') to the Shareholders whose names appear on the Register of Members on Tuesday, 22 June 2021.

The proposed Final Dividend and Special Dividend are subject to the approval by the Shareholders at the Annual General Meeting. It is expected that the Final Dividend and Special Dividend would be paid to the Shareholders on or around Wednesday, 30 June 2021.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set forth on pages 17 to 21 of this circular. At the Annual General Meeting, ordinary resolutions will be proposed to approve, inter alia, the grant of the Repurchase Mandate, the grant of the General Mandate, the extension of the General Mandate, the re-election of the retiring Directors and the declaration of dividend. The Annual General Meeting will be held at 10:00 a.m. on Friday, 11 June 2021, at Room 1202, 12/F, The Center, 99 Queen's Road Central, Central, Hong Kong.

PROXY ARRANGEMENT

A form of proxy for the Annual General Meeting is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, at the Registrar 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 (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

To determine the eligibility of the Shareholders to attend the 2021 AGM, the Register of Members will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021, both days inclusive, during which no transfer of shares will be effected. In order to be entitled to attend and vote at the 2021 AGM, all completed transfer forms accompanied with the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 7 June 2021.

For the purpose of ascertaining Shareholders' entitlement for the Final Dividend and the Special Dividend, the Register of Members will be closed from Friday, 18 June 2021 to Tuesday, 22 June 2021, both days inclusive. To qualify for the Final Dividend and the Special Dividend, all completed transfer forms accompanied with the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 17 June 2021.

VOTING BY WAY OF A POLL

According to Rule 13.39(4) of the Listing Rules, any vote of 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, poll voting for all proposed resolutions of the Company will be proceeded with at the Annual General Meeting.

The poll results will be published on the Exchange's website and the Company's website after the conclusion of the Annual General Meeting.

RECOMMENDATION

The Board is of the opinion that the Ordinary Resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and accordingly recommend all the Shareholders to vote in favour of the relevant Ordinary Resolutions at the Annual General Meeting.

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LETTER FROM THE BOARD

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.

By order of the Board

Prosperous Industrial (Holdings) Limited

Yeung Shu Kin

Chairman

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APPENDIX I	EXPLANATORY STATEMENT FOR
	THE REPURCHASE MANDATE

This appendix contains particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the Annual General Meeting in relation to the Repurchase Mandate.

PROPOSED REPURCHASE MANDATE

It is proposed that the Directors be granted the Repurchase Mandate such that they may exercise the powers of the Company to repurchase up to 10% of the Shares in issue as of the date of passing of the relevant resolution. As of the Latest Practicable Date, the number of Shares in issue was 1,120,000,000 Shares and they were all fully paid up. Accordingly, the exercise of the Repurchase Mandate in full (being the repurchase of 10% of the Shares in issue as of the date of the passing of the resolution to approve the Repurchase Mandate) would enable the Company to repurchase a maximum of 112,000,000 Shares (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the passing of the relevant resolution).

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, the Directors believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value for each Share and/or earnings for each Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company.

FUNDING OF REPURCHASES

Repurchases would be funded entirely from the Company's available cash flow or working capital facilities which is legally available for such purpose in accordance with its memorandum of association, the Articles, the Listing Rules and the Companies Law. Under the Companies Law, Shares repurchased by the Company may only be paid out of profits or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by its memorandum of association, the Articles and subject to the Companies Law, out of capital. Any premium payable on share repurchases may only be paid out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles and subject to the Companies Law, out of capital. In accordance with the Companies Law, the Shares so repurchased would remain part of the authorised but unissued share capital of the Company.

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APPENDIX I	EXPLANATORY STATEMENT FOR
	THE REPURCHASE MANDATE

IMPACT OF REPURCHASE

On the basis of the consolidated financial position of the Company as of 31 December 2020 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position and the gearing position of the Company in the event that the Repurchase Mandate was to be exercised in full. No repurchase would be made by the Company in circumstances that would have a material adverse impact on the working capital position or gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements).

PRICE OF SHARES

The highest and lowest prices at which the Shares have been traded on the Exchange during each of the previous 12 months were as follows:

	Share Price
	Highest	Lowest
	HK$	HK$
2020
April	0.300	0.240
May	0.260	0.191
June	0.295	0.210
July	0.238	0.220
August	0.385	0.228
September	0.360	0.285
October	0.320	0.280
November	0.330	0.290
December	0.385	0.295
2021
January	0.460	0.330
February	0.455	0.330
March	0.620	0.445
April (up to the Latest Practicable Date)	1.150	0.600

UNDERTAKING

The Directors have undertaken to the Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles and the Companies Law.

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APPENDIX I	EXPLANATORY STATEMENT FOR
	THE REPURCHASE MANDATE

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates (as defined under the Listing Rules) has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No core connected person (as defined under the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code.

Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, as per register required to be kept by the Company under section 336 of the SFO, to the best of the Directors' knowledge, having made reasonable enquiry, the following Shareholders' interests in the issued Shares are as below:

				Approximate
				percentage of
				shareholding if
				the Repurchase
				Mandate is
			Approximate	exercise in full
		Number of	percentage of	on the date of
		Shares held	existing	the Annual
Name of Shareholder	Capacity	(Long position)	shareholding	General Meeting
Prosperous Holdings (Overseas)	Beneficial owner	588,000,000	52.5%	58.3%
Limited (''Prosperous BVI'') (1)
Great Pacific Investments Limited	Beneficial owner	252,000,000	22.5%	25.0%
(''Great Pacific'') (2)

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APPENDIX I	EXPLANATORY STATEMENT FOR
	THE REPURCHASE MANDATE

In the event that the Directors exercise in full to repurchase Shares under the Repurchase Mandate, the above Shareholders would not be obliged to make a general offer under the Takeover Code.

The Directors have no intention to exercise the Repurchase Mandate to the extent that the purchase would result in the amount of Shares being held by the public to fall below 25% of the total issued share capital of the Company.

SHARE REPURCHASES MADE BY THE COMPANY

There was no repurchase by the Company, or any of its subsidiaries, of any listed securities of the Company in the six months immediately preceding to the Latest Practicable Date.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Set forth below is a summary of the biographical information on the retiring Directors proposed to be re-elected at the Annual General Meeting pursuant to the Articles.

Executive Director

Mr. YEUNG Shu Kai (''Mr. Philip Yeung''), aged 61, was appointed as a Director on 1 August 2017 and was re-designated as an executive Director on 29 March 2018. Mr. Philip Yeung is also a director of certain subsidiaries of the Group. Mr. Philip Yeung is responsible for overseeing the quality control function of the factories in the PRC and has over 37 years of experience in the manufacturing industry.

He worked as an export assistant at Milagros (Far East) Limited between January

1983 and March 1985. Between April 1985 and June 2004, Mr. Philip Yeung was employed by a subsidiary of the Group as a senior director and was mainly responsible for setting quality assurance policies and procedures for products manufactured. From July 2004, he was employed by another subsidiary of the Group as a senior director for the quality assurance department and was mainly responsible for setting quality assurance policies and procedures for products manufactured.

Mr. Philip Yeung received a diploma in business administration and an advanced diploma in business administration from The Society of Business Practitioners in October 2000 and February 2002, respectively.

Mr. Philip Yeung is the brother of Mrs. Yeung, a substantial shareholder of the Company, Mr. Yeung Shu Kin, the Chairman and an executive Director, and Mr. Yeung Shu Hung, the Chief Executive Officer, the brother-in-law of Mr. Yeung, a substantial shareholder of the Company, and the uncle of Mr. Yeung Wang Tony, an executive Director, and Mr. Yeung Theodore Tat, the senior management of the Company.

As at the Latest Practicable Date, Mr. Philip Yeung has beneficial interest in 6% of the issued shares of Prosperous BVI, a substantial shareholder of the Company. Save for the disclosed above, he does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Philip Yeung has entered into a service contract with the Company for a fixed term of 3 years from 13 July 2018 to 12 July 2021, subject to the retirement by rotation at the annual general meetings of the Company in accordance with the articles of association. His basic salary is HK$117,500 per month.

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APPENDIX II	INFORMATION OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Independent Non-executive Directors

Mr. KO Siu Tak (''Mr. Ko''), aged 57, was appointed as the independent non- executive Director, member of the remuneration committee and the chairman of the audit committee of the Company on 19 June 2018. Mr. Ko obtained a master of arts from Macquarie University, Australia in October 1995. He is the sole proprietor of SQC CPA Limited and a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of Society of Chinese Accountants and Auditors.

Mr. Ko has over 32 years of experience in business and risk management advisory areas. In January 1986, Mr. Ko joined Dun & Bradstreet (H.K.) Ltd. (a company mainly engaged in risk management business) as an assistant collection consultant in receivable management operations division and in 1993, was promoted as divisional manager responsible for running domestic operations divisions of collectors. From 1996 to July 1997, Mr. Ko served as director of operations in Dun & Bradstreet (H.K.) Ltd. responsible for overseeing the receivable management division. From December 1997 to October 2000, Mr. Ko served as a credit manager of Sing Tao Limited where he was responsible for billing, leasing, Insurance, credit risk management and government project management.

Subsequent to Sing Tao Limited, since January 2006, Mr. Ko became a director of Sino Credit Management (HK) Limited which primarily engages in the provision of credit risk solutions, and Mr. Ko is primarily responsible for its overall management and day-today operations. Mr. Ko has also incorporated Sino QC Investment Consultant Limited in June 2006 for the provision of business consultancy services and SQC CPA Limited in January 2007 for the provision of accounting and auditing services. Recently, Mr. Ko incorporated GAMAHK Management Consulting Company Limited in March 2018, a company principally engages in business consultancy services. Mr. Ko is the sole shareholder and sole director for Sino QC Investment Consultant Limited, SQC CPA Limited and GAMAHK Management Consulting Company Limited, and responsible for the overall management and day-to-day operations of these companies.

Mr. Ko has entered into a letter of appointment with the Company with a specific term of one year commencing from 19 June 2018 renewable for successive terms of one year until terminated by not less than one month's notice in writing served by either party on the other, subject to the retirement by rotation at the annual general meetings of the Company in accordance with the articles of association. Mr. Ko is entitled to receive a director's fee of HK$180,000 per annum.

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APPENDIX II	INFORMATION OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. YIP Kwok Cheung (''Mr. Yip''), aged 57, was appointed as the independent non-executive Director, member of the audit committee and the chairman of the nomination committee of the Company on 19 June 2018. Mr. Yip graduated from The Australian National University in Australia with a bachelor of economics in 1986.

Mr. Yip has over 25 years of management experience. From 1994 to 1997, he served as the managing director in Teschner Pty Limited, a restaurant and catering company, in Canberra, Australia where he was responsible for directing company activities, managing budgets and providing guidance for staff. From November 1996 to June 2007, Mr. Yip served as an executive director in Merdeka Financial Services Group Limited（萬德金融服 務集團有限公司*）and Merdeka Resources Holdings Limited（萬德資源集團有限公司*）, a company listed on GEM of the Stock Exchange (stock code: 8163) where he was responsible for the management of the group and directing overall business and development strategies. From October 2008 to August 2014, Mr. Yip served as the managing director of Hong Kong in Global Market Group (Asia) Limited（環球市場集團

（亞洲）有限公司）(''Global Market Group'') (an investment holding company) where he was mainly responsible for overseeing the operations of the company, handling business development projects. Since his resignation as a managing director, Mr. Yip remained in Global Market Group as a consultant up till September 2018.

Mr. Yip has entered into a letter of appointment with the Company with a specific term of one year commencing from 19 June 2018 renewable for successive terms of one year until terminated by not less than one month's notice in writing served by either party on the other, subject to the retirement by rotation at the annual general meetings of the Company in accordance with the articles of association. Mr. Yip is entitled to receive a director's fee of HK$180,000 per annum.

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APPENDIX II	INFORMATION OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Other information

Save as disclosed above, each of the retiring Directors confirmed that he (i) did not hold any directorships in the last three years prior to the Latest Practicable Date in public companies, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not hold any other positions with the Company or other members of the Group; (iii) does not have any relationship with other Directors, senior management or substantial or controlling Shareholders, if any, of the Company (as defined in the Listing Rules); and (iv) does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, there was no other matter with respect to the retiring Directors that needs to be brought to the attention of the Shareholders and there was no information relating to the retiring Directors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

PROSPEROUS INDUSTRIAL (HOLDINGS) LIMITED

其 利 工 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1731)

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of the circular of the Company dated 29 April 2021 for the measures to be implemented at the Annual General Meeting by the Company against the epidemic to protect the attendees from the risk of infection of the Novel Coronavirus (''COVID-19''), including:

• compulsory body temperature check
• compulsory wearing of surgical face mask
• no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. The Company wishes to advise Shareholders that you may appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''Annual General Meeting'') of Prosperous Industrial (Holdings) Limited (the ''Company'') will be held at 10:00 a.m. on Friday, 11 June 2021, at Room 1202, 12/F, The Center, 99 Queen's Road Central, Central, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

1. to receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company and of the auditors of the Company for the financial year ended 31 December 2020;

2a. to approve the payment of a final dividend for the year ended 31 December 2020;

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NOTICE OF ANNUAL GENERAL MEETING

2b. to approve the payment of a special dividend for the year ended 31 December 2020;

3a. (i) to re-elect Mr. Yeung Shu Kai as a director of the Company;

1. to re-elect Mr. Ko Siu Tak as a director of the Company;
2. to re-elect Mr. Yip Kwok Cheung as a director of the Company;

3b. to authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors;

1. to re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix the remuneration of the auditor of the Company; and
2. ''THAT:
3. 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 HK$0.01 each in the share capital 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;
   2. 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;
   3. the aggregate number of Shares 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);
   4. 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;
      1. 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; shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

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 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 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 of the Company in general meeting.

''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class 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 of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).''

6. ''THAT:

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 number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

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 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 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.''

7. ''THAT conditional upon resolutions numbered 5 and 6 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 5 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution.''

By order of the Board

Prosperous Industrial (Holdings) Limited

Yeung Shu Kin

Chairman

Hong Kong, 29 April 2021

Notes:

1. Any shareholders entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his or her or its proxy to attend and vote instead of him or her or it. A shareholder may appoint a proxy in respect of only part of his or her or its holding of Shares. A proxy need not be a shareholder.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
3. The instrument appointing a proxy and (if required by the Directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty- eight (48) hours before the time appointed for holding the Annual General Meeting or adjourned annual general meeting (as the case maybe) at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

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NOTICE OF ANNUAL GENERAL MEETING

1. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Annual General Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
2. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Annual General Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
3. The register of members of the Company will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021, both days inclusive, during which period no transfer of shares will be effected in order to determine the entitlement to attend and vote at the Annual General Meeting. All transfers of Shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar 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, 7 June 2021 for such purpose.
4. As of the date of this notice, the Board comprises Mr. Yeung Shu Kin, Mr. Yeung Shu Kai and Mr. Yeung Wang Tony as executive Directors, Mr. Chau Chi Ming and Mr. Tsai Nai-Yung as non-executive Directors and Mr. Chiu Che Chung Alan, Mr. Ko Siu Tak and Mr. Yip Kwok Cheung as independent non-executive Directors.

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