Top Spring International : Announcement- Notice of Annual General Meeting

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TOP SPRING INTERNATIONAL HOLDINGS LIMITED

萊 蒙 國 際 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03688)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Top Spring International Holdings Limited (the "Company") will be held at 17th Floor, Leighton, 77 Leighton Road, Causeway Bay, Hong Kong on Tuesday, 25 May 2021 at 10:00 a.m. to consider and, if though fit, pass the following ordinary resolutions (as ordinary businesses):

1. to consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditors (the "Auditors") of the Company for the year ended 31 December 2020;
2. to declare a final dividend for the year ended 31 December 2020 of HK4 cents per share (the "Share(s)") to the shareholders of the Company (the "Shareholders") and the holders of perpetual subordinated convertible securities ("PCSs") whose names appear on the register of members or the register of holders of PCSs of the Company on Thursday, 3 June 2021;
3. (i) to re-elect Mr WONG Chun Hong as an executive Director;
4. 1. to re-elect Mr YUAN Zhi Wei as an executive Director;
   2. to re-elect Mr CHENG Yuk Wo as an independent non-executive Director; and
   3. to authorize the board (the "Board") of Directors to fix the remuneration of the above Directors;
5. to consider the re-appointment of KPMG as the Auditors for the year ending 31 December 2021 and to authorise the Board to fix their remuneration;

and, as ordinary businesses, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):

5. "THAT:

1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and all other applicable laws, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the

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Company to allot, issue and deal with additional Shares in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds and debentures/securities convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

1. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures/securities convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of the Shares allotted, issued or deal with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
3. 1. a Rights Issue (as defined in paragraph (d) below);
   2. the exercise of options granted under any share option scheme or similar arrangement adopted by the Company from time to time;
   3. any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles of Association") and other relevant regulations in force from time to time; or
   4. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed 20% of the aggregate number of the Shares in issue as at the date of the passing of this resolution, and if the Company conducts a share consolidation or subdivision after the general mandate has been approved at the Annual General Meeting, the maximum number of Shares that may be allotted, issued and otherwise dealt with under the general mandate as a percentage of the aggregate number of issued Shares at the date immediately before or after such consolidation or subdivision shall be the same and the approval shall be adjusted accordingly; and

1. for the purpose of this resolution:
   "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;

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1. 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
2. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the register 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)."

6. "THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the Shares on 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 (the "SFC") and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
2. the aggregate number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution, and if the Company conducts a share consolidation or subdivision after the repurchase mandate has been approved at the Annual General Meeting, the maximum number of Shares that may be repurchased under the repurchase mandate as a percentage of the aggregate number of issued Shares at the date immediately before or after such consolidation or subdivision shall be the same and the approval shall be adjusted accordingly; and

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1. for the purpose of this resolution:
   "Relevant Period" means the period from the date of 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 or any other applicable law of the Cayman Islands to be held; or
   3. the date on which such mandate granted under this resolution 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 pursuant to resolution numbered 5 above be and is hereby extended by the addition 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 aggregate number of Shares in issue which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of the Shares repurchased by the Company pursuant to or in accordance with the authority granted pursuant to resolution numbered 6 above, and if the Company conducts a share consolidation or subdivision after the extension mandate has been approved at the Annual General Meeting, the maximum number of Shares that may be allotted, issued or dealt with under the extension mandate as a percentage of the aggregate number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same."

By order of the Board

Top Spring International Holdings Limited

WONG Chun Hong

Chairman

Hong Kong, 23 April 2021

Headquarters and principal place of business in Hong Kong:

Rooms 04-08, 26th Floor

Shui On Centre

6-8 Harbour Road

Wanchai

Hong Kong

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Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he/she is the holder of two or more Shares, more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.
2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, whether in person or by proxy, then one of such persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
3. In order to be valid, proxy form must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Company's branch share registrar and transfer office in Hong Kong (the "Hong Kong Share Registrar"), 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), as soon as possible and in any event not less than 48 hours before the time fixed for holding of the meeting or any adjournment of such meeting.
4. The register of members and the register of holders of the PCSs of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021 (both days inclusive), during which period no transfer of the Shares and PCSs will be effected. In order to qualify for attending and voting at the above meeting or any adjournment of such meeting, (a) in the case of the Shares, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:30 p.m. on Tuesday, 18 May 2021; and (b) in the case of the PCSs, the notice of conversion in prescribed form, together with the relevant certificate of the PCSs and confirmation that any amounts required to be paid by the holder of the PCSs have been so paid, must be duly completed, executed and deposited with the Company at Rooms 04-08, 26th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 11 May 2021.
5. Completion and return of a proxy form will not preclude a member from attending and voting in person at the above meeting or any adjournment of such meeting and in such event, the proxy form previously submitted shall be deemed to be revoked.
6. In relation to resolution numbered 2 above, the proposed final dividend, if approved by the Shareholders at the above meeting or any adjournment thereof, will be payable to the Shareholders whose names appear on the register of members of the Company on Thursday, 3 June 2021 and the holders of PCSs whose names appear on the register of holders of PCSs of the Company on Thursday, 3 June 2021, respectively. The register of members and the register of holders of the PCSs of the Company will be closed from Tuesday, 1 June 2021 to Thursday, 3 June 2021 (both days inclusive) for the purpose of determining Shareholders and holders of PCSs who qualify for the proposed final dividend. In order to qualify for the proposed final dividend, (a) in the case of the Shares, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than 4:30 p.m. on Monday, 31 May 2021; and (b) in the case of the PCSs, all transfers of PCSs accompanied by the relevant certificates of the PCSs must be lodged with the Company at Rooms 04-08, 26th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 24 May 2021. The proposed payment date of the final dividend is Friday, 18 June 2021.

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