Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

CENERIC (HOLDINGS) LIMITED ( )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 542)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ''EGM'' ) of Ceneric (Holdings) Limited (the ''Company'') will be held at Suite 1101, 11/F, Tower A, Cheung Kei Center, 18 Hung Luen Road, Hung Hom, Kowloon, Hong Kong on Monday, 5 February 2018 at 11:00 a.m. for the following purpose of considering and, if thought fit, passing with or without modification, the following resolutions as special resolution of the Company:

SPECIAL RESOLUTION

1.

''THAT:

(a) subject to and conditional upon the approval of the Registrar of Companies of the

Cayman Islands, the English name of the Company be changed from ''Ceneric (Holdings) Limited'' (formerly known as Morning Star Resources Limited) to ''TFG International Group Limited'' and the dual foreign name in Chinese of the Company ''際集'' be adopted to replace its existing Chinese name ''()'' and any one director of the Company be and is hereby authorized to do all such acts, deeds and things and execute all documents he or she may, in his or her absolute discretion, consider necessary or expedient to give effect to the aforesaid change of name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company;

(b) subject to and conditional upon approval to be granted and the new name being entered into the Register of Companies by the Registrar of Companies in the Cayman Islands, the Memorandum and Articles of Association of the Company be amended by replacing all references to Morning Star Resources Limited with TFG International Group Limited際集 to reflect the name change of the Company;

(c) subject to and conditional upon approval to be granted and the new name being entered into the Register of Companies by the Registrar of Companies in the Cayman Islands;

(i) the existing Memorandum of Association of the Company be and is hereby amended by deleting the existing paragraph 1 in its entirety and substituting therefor the following new paragraph 1:

''1. The name of the Company is TFG International Group Limited際 集.''

(ii) the existing Articles of Association of the Company be and are hereby amended by adding the following as a new paragraph after the existing definition of ''business day'' in Article 2:

''''Company'' TFG International Group Limited際集;''; and

(d) the amended and restated Memorandum of Association and Articles of Association of the Company having consolidated all previous amendments passed by the shareholders of the Company at general meetings and the proposed amendments referred to in the above and in the form produced to the meeting, a copy of which has been produced to this meeting and marked ''A'' and initialed by the chairman of this meeting for the purpose of identification, be approved and adopted in substitution for and to the exclusion of all the existing Company's Memorandum of Association and Articles of Association with immediate effect after the close of this meeting and that any one director of the Company be and is hereby authorised to do all such acts, deeds, and things and execute all documents he or she may, in his or her absolute discretion, deem fit, to effect and implement the adoption thereof.''

By Order of the Board

Ceneric (Holdings) Limited

Yang Lijun

Chairman

Hong Kong, 5 January 2018

Head Office and Principal Place of Business in Hong Kong:

Unit 3103, 31st Floor, Tower 2, Lippo Centre, 89 Queensway

Hong Kong

As at the date of this notice, the Board comprises Mr. YANG Lijun, Mr. WAN Jianjun and Mr. WONG Kui Shing, Danny being the executive Directors; and Ms. CHAN Hoi Ling, Ms.

SO Wai Lam and Mr. SUNG Yat Chun being the independent non-executive Directors.

Notes:

  • 1. Any member of the Company (the ''Member'') entitled to attend and vote at the above meeting (or at any adjournment thereof) shall be entitled to appoint another person as his proxy to attend and vote instead of him. The Member who is holder of two or more shares of the Company may appoint more than one proxy to represent him on vote on his behalf at the EGM. A proxy need not be the Member but must attend the

    EGM in person to represent you.

  • 2. Where there are joint holders of any share, any one of such persons may vote at the EGM, either personally 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 EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof.

  • 3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy by a notary public of that power or authority), must be deposited at the Tricor Tengis Limited, the Company's branch share registrar and transfer office in Hong Kong, of Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude a member from attending the EGM and voting in person if he so wishes.

  • 4. The registers of members of the Company will be closed from Tuesday, 30 January 2018 to Monday, 5

    February 2018 (both days inclusive) during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged for registration with Tricor Tengis Limited at the same address stated in above Note 3 not

  • later than 4:30 p.m. on Monday, 29 January 2018.

  • 5. The resolution set out in this notice shall be decided by way of poll.

Ceneric Holdings Ltd. published this content on 05 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 04 January 2018 22:24:08 UTC.

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