Auto Italia : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATE TO ISSUE NEW SHARES, GENERAL MANDATE TO BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUESTS 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AUTO ITALIA HOLDINGS LIMITED, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer, bank or other agent through whom the sale was affected 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 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.

AUTO ITALIA HOLDINGS LIMITED

意 達 利 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 720)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATE TO ISSUE NEW SHARES,

GENERAL MANDATE TO BUY BACK SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM (as defined herein) of AUTO ITALIA HOLDINGS LIMITED to be held at United Conference Centre, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 26 May 2021 at 2:00 p.m. or any adjournment thereof is set out on pages 18 to 22 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

If you are not able to attend the AGM in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the share registrar and transfer office of the Company in Hong Kong, Tricor Standard 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 of the AGM or any adjourned meeting (as the case may be). Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENTS FOR THE AGM

Please refer to page 1 of this circular for measures being implemented at the AGM to try to prevent and control the spread of the novel coronavirus ("COVID-19"), including, without limitation:

• all attendees being required to (a) undergo body temperature screening; and (b) wear surgical masks prior to admission to the AGM venue;
• all attendees who are subject to health quarantine prescribed by the Hong Kong Government not being admitted to the AGM venue;
• all attendees being required to wear surgical masks throughout the AGM;
• appropriate seating arrangement being implemented; and
• no distribution of corporate gift or refreshment.

The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. Furthermore, the Company would like to remind the Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the chairman of the AGM as their proxy and submit their form of proxy as early as possible. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

* for identification purpose only

15 April 2021

		CONTENTS
			Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Introduction . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Retiring Directors for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Grant of the Issue Mandate, the Buy Back Mandate
and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Issue Mandate	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Buy Back Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
AGM . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Procedures for Poll Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Typhoon or Black Rainstorm Warning Arrangements . . . . . . . . . . . . . . . . . . .	9
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	-	Biography of Retiring Directors Proposed for Re-election .	10
Appendix II	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

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 in this circular misleading.

- ii -

PRECAUTIONARY MEASURES FOR THE AGM

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing COVID-19 pandemic, the Company will implement the following precautionary measures at the AGM to protect attending Shareholders, staff and stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.
2. Each attendee may be asked whether (a) he/she has travelled outside of Hong Kong within the 14-day period immediately before the AGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the AGM venue or be required to leave the AGM venue.
3. Each attendee is required to wear a surgical face mask throughout the AGM and inside the AGM venue, and to maintain a safe distance between seats.
4. No refreshment will be served, and there will be no corporate gift.

In addition, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolution at the AGM instead of attending the AGM in person, by completing and return the proxy form attached to this circular.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

The proxy form is enclosed with this circular for Shareholders who opt to receive physical circulates. Alternatively, the proxy form can be downloaded from the Company's website (www.autoitalia.com.hk). 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 expressions shall have

the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	United Conference Centre, 10th Floor, United Centre, 95
	Queensway, Admiralty, Hong Kong on Wednesday, 26 May
	2021 at 2:00 p.m. or any adjournment thereof;
"associate(s)"	has the meaning ascribed thereto in the Listing Rules;
"Audit Committee"	the audit committee of the Company;
"Board"	the board of Directors;
"Buy Back Mandate"	the general and unconditional mandate to be granted to the
	Directors at the AGM to buy back shares of the Company on
	the Stock Exchange of an aggregate number not exceeding
	10% of the aggregate number of Shares of the issued share
	capital of the Company as at the date of the passing of the
	resolution approving such mandate;
"Bye-laws"	the bye-laws of the Company, as amended, supplemented or
	otherwise modified from time to time;
"Chief Executive Officer"	the chief executive officer of the Company;
"Chime Biologics"	Chime Biologics Limited, a company incorporated in the
	British Virgin Islands with limited liability and which is an
	associate company of the Company;
"close associate(s)"	has the same meaning ascribed thereto in the Listing Rules;
"Companies Act"	Companies Act 1981 of Bermuda (as amended, supplemented
	or otherwise modified from time to time);
"Company"	AUTO ITALIA HOLDINGS LIMITED, an exempted
	company incorporated in Bermuda with limited liability,
	whose Shares are listed on the Main Board of the Stock
	Exchange;
"controlling	has the meaning ascribed thereto under the Listing Rules;
shareholder(s)"
"core connected person"	has the same meaning ascribed thereto in the Listing Rules;
"Director(s)"	the director(s) of the Company;

- 2 -

	DEFINITIONS
"Executive Chairman"	the chairman of the Board;
"Executive Director(s)"	the executive director(s) of the Company;
"Executive Directors'	the executive directors' committee of the Company;
Committee"
"Extension Mandate"	the general and unconditional mandate to be granted to the
	Directors at the AGM to exercise all the power to extend the
	Issue Mandate by the amount representing the aggregate
	number of Shares bought back by the Company pursuant to
	and in accordance with the Buy Back Mandate as at the date
	of the passing of the resolution approving such mandate;
"Financial Control	the financial control committee of the Company;
Committee"
"GEM"	GEM operated by the Stock Exchange under the Rules
	Governing the Listing of Securities on the GEM of the Stock
	Exchange;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;
"Independent	the independent non-executive director(s) of the Company;
Non-executive
Director(s)"
"Issue Mandate"	the general and unconditional mandate to be granted to the
	Directors at the AGM to exercise all the power to allot, issue
	and otherwise deal with new Shares, options and warrants
	of the Company of an aggregate number not exceeding 20%
	of the aggregate number of issued share capital of the
	Company as at the date of the passing of the resolution
	approving such mandate;
"Latest Practicable Date"	9 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;

- 3 -

	DEFINITIONS
"Main Board"	the stock market operated by the Stock Exchange prior to
	the establishment of GEM (excluding the options market)
	and which stock market continues to be operated by the
	Stock Exchange in parallel with GEM. For the avoidance of
	doubt, the Main Board excludes GEM;
"Nomination Committee"	the nomination committee of the Company;
"Remuneration	the remuneration committee of the Company;
Committee"
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong), as amended, supplemented or otherwise
	modified from time to time;
"Share(s)"	ordinary share(s) of HK$0.02 each in the share capital of the
	Company;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"substantial	has the meaning ascribed to it under the Listing Rules;
shareholder(s)"
"Takeovers Code"	the Code on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission of Hong
	Kong, as amended, supplemented or otherwise modified
	from time to time;
"Vice-Chairman"	the vice chairman of the Board;
"VMSIG"	VMS Investment Group Limited, the substantial
	shareholder of the Company; and
"%"	per cent.

- 4 -

LETTER FROM THE BOARD

AUTO ITALIA HOLDINGS LIMITED

意 達 利 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 720)

Executive Directors:	Registered office:
Mr CHONG Tin Lung Benny	Victoria Place, 5th Floor
(Executive Chairman and Chief Executive Officer)	31 Victoria Street
Mr LAM Chi Yan	Hamilton HM10
Mr HUANG Zuie-Chin	Bermuda
Mr NG Siu Wai
	Principal place of business in
Independent Non-executive Directors:	Hong Kong:
Mr KONG Kai Chuen Frankie	Unit C, Ground Floor
Mr LEE Ben Tiong Leong	2 Yuen Shun Circuit
Mr TO Chun Wai	Siu Lek Yuen
	Shatin, Hong Kong
	15 April 2021
To all Shareholders
Dear Sir or Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATE TO ISSUE NEW SHARES,

GENERAL MANDATE TO BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on matters to be dealt with at the AGM. They are (i) the proposed re-election of Mr CHONG Tin Lung Benny, Mr HUANG Zuie-Chin, Mr NG Siu Wai, Mr LEE Ben Tiong Leong and Mr TO Chun Wai as Directors; and (ii) the proposed grant of the Issue Mandate, the Buy Back Mandate and Extension Mandate to the Directors.

• for identification purpose only

- 5 -

LETTER FROM THE BOARD

PROPOSED RETIRING DIRECTORS FOR RE-ELECTION

According to Bye-law 99 of the Bye-laws, at each annual general meeting, one-third of the Directors (save for any chairman or managing director) for the time being, or if their number is not a multiple of three (3), the number nearest to but not greater than one-third, shall retire from office by rotation. The Directors to retire at every annual general meeting shall be those who have been longest in office since their last election but as between persons who became Directors on the same day, those to retire, unless they otherwise agree between themselves, shall be determined by lot. Such retiring Directors shall be eligible for re-election.

Mr CHONG Tin Lung Benny, the Executive Chairman, shall retire voluntarily at the AGM. Besides, Mr CHONG Tin Lung Benny, an Executive Director and Mr LEE Ben Tiong Leong, an Independent Non-executive Director, being the Directors longest in office since their last election, shall retire at the AGM and, being eligible, shall offer themselves for re-election.

Each of Mr CHONG Tin Lung Benny and Mr LEE Ben Tiong Leong has indicated their willingness to be re-elected at the AGM.

According to Bye-law 102 of the Bye-laws, Mr HUANG Zuie-Chin and Mr NG Siu Wai, who were appointed as an Executive Directors on 27 July 2020, and Mr TO Chun Wai, who was appointed as an Independent Non-executive Director on 1 September 2020, shall hold office only until the next following general meeting of the Company, and shall then be eligible for re-election at that meeting.

Accordingly, Mr HUANG Zuie-Chin, Mr NG Siu Wai and Mr TO Chun Wai offer themselves for re-election at the AGM.

Bye-law 103 of the Bye-laws provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless not less than seven (7) days before the date appointed for the meeting there shall have been lodged at the office of the Company a notice in writing signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his/her/its intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his/her/its intention to propose such person for election as a Director and the notice executed by the nominee of his/her/its willingness to be elected must be validly served at the principal place of business of the Company in Hong Kong at Unit C, Ground Floor, 2 Yuen Shun Circuit, Siu Lek Yuen, Shatin, Hong Kong for the attention of the Company Secretary on or before Thursday, 13 May 2021.

Biographical details of the retiring Directors offering themselves for re-election at the AGM are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform Shareholders of the details of the additional candidate(s) proposed.

- 6 -

LETTER FROM THE BOARD

PROPOSED GRANT OF THE ISSUE MANDATE, THE BUY BACK MANDATE AND EXTENSION MANDATE

At the last annual general meeting of the Company held on 27 May 2020, general mandates were given to the Directors to exercise the powers of the Company to issue Shares and to buy back Shares respectively. Such general mandates will lapse at the conclusion of the AGM.

At the forthcoming AGM, the ordinary resolutions for approving the Issue Mandate, the Buy Back Mandate and the Extension Mandate will be proposed for the Shareholders to consider and, if though fit, grant the new general mandates to the Directors to exercise the power of the Company. Details of the Issue Mandate, the Buy Back Mandate and the Extension Mandate are respectively set out in Resolutions 4, 5 and 6 in the notice of the AGM set out on pages 18 to 22 of this circular.

The Buy Back Mandate and the Issue Mandate will continue in force until the earlier of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; (c) the date on which the authority given under the ordinary resolution approving the Buy Back Mandate and/or the Issue Mandate is/are revoked or varied by an ordinary resolution of the Shareholders.

The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate or to buy back any Shares pursuant to the Buy Back Mandate.

Issue Mandate

An ordinary resolution will be proposed to grant to the Directors the Issue Mandate, in the terms set out in Resolution 4 of the notice of the AGM, to exercise all the power to allot, issue and otherwise deal with new Shares, options and warrants of the Company of an aggregate number not exceeding 20% of the aggregate number of Shares of the issued share capital of the Company as at the date of passing the relevant resolution and adding the aggregate nominal amount of any Shares bought back by the Company pursuant to the Buy Back Mandate.

As at the Latest Practicable Date, the Company had an aggregate of 5,292,515,390 Shares in issue. Subject to the passing of the relevant resolution to approve the Issue Mandate and assuming there are no Shares issued or bought back during the period from the Latest Practicable Date to the date of the AGM, the total number of Shares which may be issued pursuant to the Issue Mandate will be 1,058,503,078.

Buy Back Mandate

An ordinary resolution will also be proposed to grant to the Directors the Buy Back Mandate, in the terms set out in Resolution 5 of the notice of the AGM, to exercise the power to buy back Shares on the Stock Exchange of an aggregate number not exceeding 10% of the aggregate number of issued share capital of the Company of 5,292,515,390 Shares as at the date of passing of the relevant resolution.

- 7 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had an aggregate of 5,292,515,390 Shares in issue. Subject to the passing of the relevant resolution to approve the Buy Back Mandate and assuming there are no Shares issued or bought back during the period from the Latest Practicable Date to the date of the AGM, the total number of Shares which may be bought back pursuant to the Buy Back Mandate will be 529,251,539.

An explanatory statement to provide relevant information in respect of the Buy Back Mandate is set out in Appendix II to this circular.

Extension Mandate

An ordinary resolution will also be proposed to grant to the Directors the Extension Mandate, in the terms set out in the notice of the AGM, to exercise the power to extend the Issue Mandate by the amount representing the aggregate number of the Share bought back by the Company pursuant to and in accordance with the Buy Back Mandate as at the date of passing of the relevant resolution.

AGM

A notice convening the AGM to be held at United Conference Centre, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong, on Wednesday, 26 May 2021 at 2:00 p.m. or any adjournment thereof is set out on pages 18 to 22 of this circular and a form of proxy for use at the AGM is herein enclosed. Such form of proxy for use at the AGM is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.autoitalia.com.hk.

If you are not able to attend the AGM in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the share registrar and transfer office of the Company in Hong Kong, Tricor Standard 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 of the AGM or any adjourned meeting (as the case may be). Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

PROCEDURES FOR POLL VOTING

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of the AGM will be decided by poll.

Pursuant to Bye-law 76(A) of the Bye-laws, on a poll every member present in person or by a duly authorised corporate representative or by proxy, shall have one vote for every Share of which he/she is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a Share in advance of calls or instalments shall be treated for the purposes of this Bye-law as paid up on a Share). On a poll, a member entitled to more than one vote need not use all his/her votes or cast his/her votes in the same way.

- 8 -

LETTER FROM THE BOARD

Poll voting slips will be distributed to Shareholders or their authorised corporate representative or their proxies upon registration of attendance at the AGM. Shareholders who want to cast all their votes entitled may mark a "✔" in either "FOR" or "AGAINST" box corresponding to the resolution to indicate whether he/she supports that resolution. Shareholders who do not want to use all their votes or want to split votes in casting a particular resolution shall indicate the number of votes cast on a particular resolution in the "FOR" or "AGAINST" box, where appropriate. However, the total votes cast must not exceed his/her entitled votes, or otherwise, the voting slip will be spoiled and the Shareholder 's vote will not be counted. Shareholders must sign on the voting slip.

After closing the poll, Tricor Standard Limited, the Company's share registrar and transfer officer in Hong Kong who is appointed as the scrutineer for the vote-taking, will count the votes. The results of the poll on all the resolutions as set out in the notice of the AGM in both English and Chinese will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.autoitalia.com.hk.

CLOSURE OF REGISTER OF MEMBERS

In order to determine the identity of the shareholders who are entitled to attend and vote at the forthcoming AGM, all transfers accompanied by the relevant share certificates must be lodged with the share registrar and transfer office of the Company in Hong Kong, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 20 May 2021. The register of members of the Company will be closed from Friday, 21 May 2021 to Wednesday, 26 May 2021 (both days inclusive), during which period no share transfers will be registered.

TYPHOON OR BLACK RAINSTORM WARNING ARRANGEMENTS

If typhoon signal No. 8 or above, or a "black" rainstorm warning is hoisted on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.autoitalia.com.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

RECOMMENDATION

The Board considers that the proposals for re-election of the retiring Directors and the grant of the Issue Mandate, the Buy Back Mandate and the Extension Mandate are in the best interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to vote in favour of all of the relevant resolutions to be proposed at the AGM.

Yours faithfully

For and on behalf of

AUTO ITALIA HOLDINGS LIMITED

CHONG Tin Lung Benny

Executive Chairman and Chief Executive Officer

- 9 -

APPENDIX I BIOGRAPHY OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:

Mr CHONG Tin Lung Benny

Mr CHONG Tin Lung Benny ("Mr Chong"), aged 48, has been appointed as an Executive Director of the Company with effect from 13 June 2013. He is also the Executive Chairman, Chief Executive Officer, the chairman of each of the Nomination Committee and Executive Directors' Committee and a member of the Remuneration Committee. Mr Chong is a director of certain subsidiaries of the Company. Mr Chong served as the Vice-Chairman of the Company for the period from 13 June 2013 to 24 October 2013 and the chairman of the Financial Control Committee for the period from 13 June 2013 to 28 March 2019. He is the founder and chairman of VMSIG, a substantial shareholder of the Company. Mr Chong is the son of Ms MAK Siu Hang Viola, who is the substantial shareholder of the Company. Mr Chong is currently an executive director and chairman of the board of NEWTON RESOURCES LTD. (a company listed on the Main Board of the Stock Exchange, Stock Code: 1231). Mr Chong has accumulated over two decades of experience in the financial and investments industry. VMSIG is the holding company of a group of companies principally engaged in the provision of proprietary investments, private equity, asset management, securities brokerage and corporate finance advisory services. Mr Chong is a Chartered Financial Analyst. He obtained a Bachelor of Commerce from the University of Toronto in 1994 and a Master of Science in Investment Management from the Hong Kong University of Science and Technology in 2000.

Save as above disclosed and as at the Latest Practicable Date, Mr Chong does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management, substantial shareholder of the Company or controlling shareholder of the Company. Save as disclosed, he has also not held any directorship in other listed companies in Hong Kong or overseas or other major appointments and qualifications in the past three years.

Mr Chong entered into a service agreement with the Company for a term of two years commencing from 13 June 2019, and he is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Bye-laws. Mr Chong is entitled to the basic salary of HK$3,260,400 per annum, which was determined by the Board with reference to the recommendation from the Remuneration Committee and his duties, responsibilities and the prevailing market situation.

As at the Latest Practicable Date, Mr Chong has personal interest in 51,891,000 Shares and 300,000,000 underlying Shares in respect of the share options granted by the Company within the meaning of Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Mr Chong did not have or has not deemed to have any Shares or underlying Shares pursuant to Part XV of the SFO.

In relation to Mr Chong's re-election as a Director, there is no other matter which needs to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of the provisions under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.

- 10 -

APPENDIX I BIOGRAPHY OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr HUANG Zuie-Chin

Mr HUANG Zuie-Chin("Mr Huang") (also known as James Z. Huang), aged 55, has been appointed as an Executive Director of the Company with effect from 27 July 2020. Mr Huang has become a director of Chime Biologics since February 2020. Mr Huang is a managing partner of Kleiner Perkins Caufield & Byers China. He joined that firm in June 2011 and focuses on the firm's life sciences practice. His main investment interests are innovation around China's growing healthcare markets and helping entrepreneurs build companies. Mr Huang has made more than 15 relevant investments in China since 2007. Mr Huang is also the founding managing partner of Panacea Venture since 2017, it is a venture capital focusing on investments in innovative and transformative early and growth stage healthcare and life sciences companies worldwide. Mr Huang was previously a managing partner at Vivo Venture between 2007 and June 2011, he has more than 20 years' working experience with various pharmaceutical and biotech companies as an executive. Mr Huang has been a director of JHL Biotech Inc since January 2013, the shares of which were listed on the Emerging Stock Market of the Taipei Exchange from September 2015 to February 2018. He was also a non-executive director of Genscript Biotech Corporation (a company listed on the Main Board of the Stock Exchange, Stock Code: 1548) from August 2015 to January 2018. Mr Huang is currently chairman of the board at Windtree Therapeutics, Inc. (NASDAQ: WINT), and a director of each of CASI Pharmaceuticals, Inc. (NASDAQ: CASI) and Ziopharm Oncology, Inc. (NASDAQ: ZIOP). Mr Huang obtained a Bachelor of Science in Chemical Engineering from the University of California, Berkeley in 1988. He obtained a Master of Business Administration from Stanford Graduate School of Business in 1992.

Save as above disclosed and as at the Latest Practicable Date, Mr Huang does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management, substantial shareholder of the Company or controlling shareholder of the Company. Save as disclosed, he has also not held any directorship in other listed companies in Hong Kong or overseas or other major appointments and qualifications in the past three years.

Mr Huang entered into a service agreement with the Company for a term of three years commencing from 27 July 2020, and he is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Bye-laws. Mr Huang is not entitled to the Director 's remuneration.

As at the Latest Practicable Date, Mr Huang has (i) personal interest in 300,000,000 underlying Shares in respect of the share options granted by the Company; (ii) 2,068,194 ordinary shares in Chime Biologics are held by a corporate entity which is solely owned by Mr Huang; and (iii) such corporate entity is further entitled to 1,000,000 new ordinary shares in the form of restricted stock units under a share incentive plan adopted by Chime Biologics, which have not yet been vested, within the meaning of Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Mr Huang did not have or has not deemed to have any Shares or underlying Shares pursuant to Part XV of the SFO.

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APPENDIX I BIOGRAPHY OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

In relation to Mr Huang's re-election as a Director, there is no other matter which needs to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of the provisions under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.

Mr NG Siu Wai

Mr NG Siu Wai ("Mr Ng"), aged 37, has been appointed as an Executive Director of the Company with effect from 27 July 2020. Mr Ng has become a director of Chime Biologics since February 2020. Mr Ng has become the head of healthcare investment of VMS Group since May 2017, a managing director of VMS Group since March 2018 and has over 13 years of experience in the healthcare industry across Asia and the United States. Mr Ng has established the healthcare practice of VMS Group in 2017 and has led many growth-stage investments for VMS Group across the therapeutics, diagnostics, medical device and contract research organisation (CRO) and contract development and manufacturing organisation (CDMO) verticals. Mr Ng has also served as a non-executive director at New Horizon Health Limited (a company listed on the Main Board of the Stock Exchange, Stock Code: 6606) since October 2020.

Prior to that, Mr Ng served as an analyst and an associate consultant in ZS Associates in the United States, advising global pharmaceuticals on sales and marketing strategy and operations from 2007 to 2010. Between September 2011 and April 2016, Mr Ng served in a number of positions at Barclays Capital Asia Limited, including as an associate and then a vice president of the investment banking division and a lead analyst of China healthcare equity research, providing investment banking and corporate finance advisory service mainly to healthcare companies in the Asia Pacific region. Mr Ng joined a buy-side firm as a vice president from 2016 to 2017.

Mr Ng obtained a Bachelor of Sciences in Operations Research & Engineering and a Master of Engineering in Operations Research & Information Engineering from Cornell University in 2007. Subsequently in 2011, he obtained a Master of Business Administration from Institut Européen d'Administration des Affaires (INSEAD).

Save as above disclosed and as at the Latest Practicable Date, Mr Ng does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management, substantial shareholder of the Company or controlling shareholder of the Company. Save as disclosed, he has also not held any directorship in other listed companies in Hong Kong or overseas or other major appointments and qualifications in the past three years.

Mr Ng entered into a service agreement with the Company for a term of three years commencing from 27 July 2020, and he is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Bye-laws. Mr Ng is not entitled to the Director 's remuneration.

As at the Latest Practicable Date, Mr Ng has personal interest in 240,000,000 underlying Shares in respect of the share options granted by the Company within the meaning of Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Mr Ng did not have or has not deemed to have any Shares or underlying Shares pursuant to Part XV of the SFO.

In relation to Mr Ng's re-election as a Director, there is no other matter which needs to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of the provisions under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.

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APPENDIX I BIOGRAPHY OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr LEE Ben Tiong Leong

Mr LEE Ben Tiong Leong ("Mr Lee"), aged 59, has been appointed as an Independent Non-executive Director of the Company with effect from 27 February 2015. He is also a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Mr Lee is currently the Managing Partner of IGamiX Management & Consulting Ltd., based in Macau, as well as CEO of Strategic Gaming Solutions Inc, based in Saipan. He is widely acknowledged as one of the region's experts on the Asian gaming market and is a regularly invited speaker at major gaming conferences all around the world. Mr Lee is a multi-skilled senior gaming executive with particular focus on Asian marketing in the gaming space. With extensive gaming experience all over Asia and Australia, Mr Lee spent the last 16 years covering/uncovering new gaming projects around Asia-Pacific and is currently consulting to numerous companies on the latest developments in the region. Mr Lee was awarded a Master of Business Administration and a Postgraduate Diploma in Management Studies from the University of Melbourne in 2000 and 1997, respectively. Mr Lee was also awarded a Graduate Diploma in Japanese from Swinburne University of Technology in 1991 and a Bachelor of Economics from Monash University in 1985.

Save as above disclosed and as at the Latest Practicable Date, Mr Lee does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management, substantial shareholder of the Company or controlling shareholder of the Company. Save as disclosed, he has also not held any directorship in other listed companies in Hong Kong or overseas or other major appointments and qualifications in the past three years.

Mr Lee entered into a letter of appointment with the Company for a term of two years commencing from 27 February 2021, and he is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Bye-laws. Mr Lee is entitled to an annual Director 's fee of HK$210,000, which was determined by the Board with reference to the recommendation from the Remuneration Committee and his duties, responsibilities and the prevailing market situation.

As at the Latest Practicable Date, Mr Lee did not have or has not deemed to have any Shares or underlying Shares pursuant to Part XV of the SFO.

Mr Lee has confirmed that he meets the independence guidelines set out in Rule 3.13 of the Listing Rules and has provided his annual confirmation of independence to the Company pursuant thereto.

In relation to Mr Lee's re-election as a Director, there is no other matter which needs to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of the provisions under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.

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APPENDIX I BIOGRAPHY OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr TO Chun Wai

Mr TO Chun Wai ("Mr To"), aged 65, has been appointed as an Independent Non-executive Director of the Company with effect from 1 September 2020. He is also the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee. Mr To is at present the chief executive officer of a Hong Kong registered consultancy company, and an independent non-executive director of each of Greenheart Group Limited (a company listed on the Main Board of the Stock Exchange, Stock Code: 94) and Synergis Holdings Limited (a company listed on the Main Board of the Stock Exchange, Stock Code: 2340). Mr To spent most of his career with the Hong Kong Police, beginning in 1974 and rising up the ranks to Assistant Commissioner (Crime), being responsible for the overall charge of policy designs and operations of, among others, the Commercial Crime Bureau, Organized Crime & Triad Bureau, Criminal Intelligence Bureau, Financial Investigation Bureau (anti money-laundering), and Technology Crime Bureau, until his retirement in 2011. Mr To was awarded the Police Meritorious Service Medal by the Chief Executive of the Hong Kong Special Administrative Region, in recognition of his long and staunch service and contribution to the Hong Kong society. From 2011 to 2012, he served as a part-time tutor at the University of Hong Kong. Between April 2013 and August 2018, he served as the chief strategic officer, chief operating officer, and a non-executive director of Integrated Waste Solutions Group Holdings Limited ("IWS") (a company listed on the Main Board of the Stock Exchange, Stock Code: 923), and sat on both the remuneration and nomination committees of IWS during his tenure of services. Mr To has wide administrative and management experiences in both the public and private sectors, and holds a master degree of public administration from the University of Hong Kong.

Save as above disclosed and as at the Latest Practicable Date, Mr To does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management, substantial shareholder of the Company or controlling shareholder of the Company. Save as disclosed, he has also not held any directorship in other listed companies in Hong Kong or overseas or other major appointments and qualifications in the past three years.

Mr To entered into a letter of appointment with the Company for a term of two years commencing from 1 September 2020, and he is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Bye-laws. Mr To is entitled to an annual Director 's fee of HK$210,000, which was determined by the Board with reference to the recommendation from the Remuneration Committee and his duties, responsibilities and the prevailing market situation.

As at the Latest Practicable Date, Mr To did not have or has not deemed to have any Shares or underlying Shares pursuant to Part XV of the SFO.

Mr To has confirmed that he meets the independence guidelines set out in Rule 3.13 of the Listing Rules and has provided his annual confirmation of independence to the Company pursuant thereto.

In relation to Mr To's re-election as a Director, there is no other matter which needs to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of the provisions under Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.

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APPENDIX II	EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to you with regard to the Buy Back Mandate proposed to be passed by the Shareholders by an ordinary resolution at the AGM.

THE LISTING RULES

The Listing Rules contain provisions regulating the bought back by companies whose shares are listed on the Stock Exchange. The following is a summary of certain provisions of the Listing Rules relating to buy back of shares:

SHAREHOLDERS' APPROVAL

The Listing Rules provide that all proposed buy back of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate or by specific approval of a particular transaction.

REASONS FOR BUY BACK

Although the Directors have no present intention of buying back any shares, they believe that the flexibility afforded by the Buy Back Mandate would be beneficial to the Company and the Shareholders. Buy Back will only be made when the Directors believe that such buy back will best benefit the Company and its Shareholders as a whole. Such buy back may depends on market conditions and funding arrangement at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.

FUNDING OF BUY BACK

Buy back of Shares will be funded out of funds legally available for the purchase in accordance with the Company's memorandum of association and the Bye-laws, the Companies Act, the applicable laws of Bermuda.

A company may not buy back its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Any buy back by the Company may be made out of the capital paid up on the purchased Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company which would otherwise be available for dividend or distribution or out of the Company's share premium account.

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APPENDIX II	EXPLANATORY STATEMENT

On the basis of the current financial position of the Company as disclosed in the audited financial statements contained in the annual report 2020 of the Company, there might be an adverse effect on the working capital requirements or gearing levels of the Company in the event that the Buy Back Mandate is exercised in full at any time. However, the Directors do not propose to exercise the Buy Back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The exercise in full of the Buy Back Mandate, on the basis of 5,292,515,390 Shares in issue as at the Latest Practicable Date (assuming that no Shares are issued or bought back during the period from the Latest Practicable Date up to the date of the AGM) would result in up to 529,251,539 Shares being bought back by the Company during the period in which the Buy Back Mandate remains in force.

GENERAL

As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge having made all reasonable enquires, any of their associates, have any present intention, if the Buy Back Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Buy Back Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and the Company's memorandum of association and the Bye-laws.

If as a result of a buy back, 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 Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, VMSIG and parties acting in concert with it held an aggregate of 1,519,016,472 Shares, representing approximately 28.70% of the issued share capital of the Company. Based on such shareholdings, in the event that the Directors exercise in full the power to buy back shares in the Company pursuant to the Buy Back Mandate, the shareholdings of VMSIG and parties acting in concert would increase to approximately 31.89% of the issued share capital of the Company thereby triggering an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors however have no present intention of exercising the general mandate to such extent as would result in any mandatory offer.

Furthermore, the Directors do not consider such increase would reduce the issued share capital in public hands to less than 25% (or the relevant prescribed minimum percentage required by the Stock Exchange).

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APPENDIX II	EXPLANATORY STATEMENT

As at the Latest Practicable Date, no core connected person, including a Director, chief executive or substantial shareholder of the Company or its subsidiaries or a close associate of any of them has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Buy Back Mandate is approved by the Shareholders.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve calendar months preceding the Latest Practicable Date up to that date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	0.175	0.166
May	0.216	0.168
June	0.197	0.170
July	0.184	0.168
August	0.187	0.169
September	0.175	0.171
October	0.178	0.169
November	0.173	0.159
December	0.186	0.165
2021
January	0.176	0.162
February	0.178	0.165
March	0.210	0.170
April (up to the Latest Practicable Date)	0.196	0.191

SHARES PURCHASES MADE BY THE COMPANY

The Company has not made any bought back of Shares, whether on the Stock Exchange or otherwise, during the period of six months immediately preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

AUTO ITALIA HOLDINGS LIMITED

意 達 利 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 720)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of AUTO ITALIA HOLDINGS LIMITED (the "Company") will be held at United Conference Centre, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong, on Wednesday, 26 May 2021 at 2:00 p.m. or any adjournment thereof, for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020 and the reports of directors and independent auditor of the Company.
2. (A) To re-elect Mr CHONG Tin Lung Benny as a director of the Company ("Director(s)").
3. 1. To re-elect Mr HUANG Zuie-Chin as a Director.
   2. To re-elect Mr NG Siu Wai as a Director.
   3. To re-elect Mr LEE Ben Tiong Leong as a Director.
   4. To re-elect Mr TO Chun Wai as a Director.
   5. To authorise the board of Directors (the "Board") to fix the Directors' remuneration.
4. To re-appoint Messrs. Deloitte Touche Tohmatsu, Certified Public Accountants, as the independent auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration;

* for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

and, by way of special business, to consider and, if thought fit, to pass each of the following resolutions numbered 4, 5 and 6, with or without modification, as ordinary resolutions:

ORDINARY RESOLUTIONS

4. "THAT:

1. subject to paragraph (b) of this resolution, the Directors be and are hereby generally and unconditionally authorised to exercise during the Relevant Period (as that term is defined below) all the powers of the Company to allot, issue and deal with additional Shares (as that term is defined below) and to make or grant offers, agreements, and options (including warrants, bonds and debentures, notes and any securities which carry rights to subscribe for or are convertible into ordinary shares of the Company (the "Shares")) which would or might require the exercise of any of such powers during or after the end of the Relevant Period;
2. the aggregate number of the shares of the Company allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, other than pursuant to (i) a Rights Issue (as that term is defined below); or (ii) an issue of the 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 the Shares; or
3. 1. an issue of the Shares of the Company by way of script dividend pursuant to the bye-laws of the Company (the "Bye-laws") from time to time; or (iv) the exercise of any option granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or its subsidiaries, of options to subscribe for, or rights to acquire the Shares, shall not in total exceed 20% of the aggregate number of the shares of the Company in issue as at the date of passing of this resolution;
4. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; or
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, or any applicable laws, to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution, "Rights Issue" means an offer of Shares for subscription open for a fixed period by the Company to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of shares (subject to such exclusion 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 outside Hong Kong)."

5. "THAT:

1. subject to paragraph (b) of this Resolution, the Directors be and are hereby generally and unconditionally authorised to exercise during the Relevant Period (as that term is defined below) all the powers of the Company to buy back its shares in the share capital of the Company, subject to and in accordance with the applicable laws and regulations of Bermuda, the Bye-laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") as amended from time to time;
2. the aggregate number of the shares of the Company which may be purchased pursuant to the approval in paragraph (a) above shall not in total exceed 10% of the aggregate number shares of the Company in issue as at the date of passing of this resolution; and
3. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting; or
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, or any applicable laws, to be held."

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NOTICE OF ANNUAL GENERAL MEETING

6. "THAT conditional upon the resolutions numbered 4 and 5 contained in the notice convening this meeting being approved, the aggregate number of the shares of the Company which are to be bought back by the Company pursuant to and in accordance with the resolution numbered 5 shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with resolution numbered 4."

	By Order of the Board
	AUTO ITALIA HOLDINGS LIMITED
	CHONG Tin Lung Benny
	Executive Chairman and Chief Executive Officer
Hong Kong, 15 April 2021
Registered office:	Principal place of business
Victoria Place, 5th Floor	in Hong Kong:
31 Victoria Street	Unit C, Ground Floor
Hamilton HM10	2 Yuen Shun Circuit
Bermuda	Siu Lek Yuen
	Shatin, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the meeting may appoint another person as his/her proxy to attend and vote in his/her stead. A proxy need not be a member of the Company but must attend the meeting in person to represent him/her. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion.
2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share of the Company as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting 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 shall alone be entitled to vote in respect thereof.
3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company's share registrar and transfer office in Hong Kong, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).
4. Completion and return of the form of proxy will not preclude member from attending the meeting and voting in person if you so wish. In the event that you attend the meeting after having lodged the proxy form, it will be deemed to have been revoked.
5. The register of members will be closed from Friday, 21 May 2021 to Wednesday, 26 May 2021 (both dates inclusive), during which period no transfer of shares will be effected. In order to be entitled to attend and vote at this meeting, all transfer documents together with the relevant share certificates must be lodged for registration with the Company's share registrar and transfer office in Hong Kong, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30 p.m. on Thursday, 20 May 2021.
6. Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions set out in this notice will be decided by poll at the meeting.

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NOTICE OF ANNUAL GENERAL MEETING

1. The Chinese version of this notice is for reference only. Should there be any discrepancies, the English version shall prevail.
2. If typhoon signal No. 8 or above, or a "black" rainstorm warning is hoisted on the date of the AGM, the meeting will be postponed. The Company will post an announcement on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.autoitalia.com.hk to notify Shareholders of the date, time and place of the rescheduled meeting.
3. In view of the COVID-19 pandemic, the Company will implement precautionary measures at the AGM. Shareholders are advised to read page 1 of the circular of the Company dated 15 April 2021 for details of the precautionary measures. Subject to the development of COVID-19 pandemic, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate. In light of the continuing risks posed by the COVID-19 pandemic, Shareholders may consider to appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.
4. As at the date hereof, the Board comprises of Mr CHONG Tin Lung Benny (Executive Chairman and Chief Executive Officer), Mr LAM Chi Yan, Mr HUANG Zuie-Chin and Mr NG Siu Wai, both of whom are Executive Directors; and Mr KONG Kai Chuen Frankie, Mr LEE Ben Tiong Leong and Mr TO Chun Wai, all of whom are Independent Non-executive Directors.

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