China Innovation Investment : PROPOSED GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, PROPOSED RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about 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 professional adviser.

If you have sold and/or transferred all your shares in China Innovation Investment Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

CHINA INNOVATION INVESTMENT LIMITED ʕ਷௴อҳ༟Ϟࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1217)

PROPOSED GENERAL MANDATES TO

REPURCHASE AND ISSUE SHARES, PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Innovation Investment Limited ("the Company") to be held at 26/F., No. 9 Des Voeux Road West, Sheung Wan, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. ("Annual General Meeting") is set out in Appendix III to this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, 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 adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment thereof (as the case may be) should you so desire.

31 March 2021

CONTENTS

Page

DEFINITIONS .................................................................................................................................. 1

LETTER FROM THE BOARD

Introduction .............................................................................................................................. 3

General Mandate to Repurchase Shares ................................................................................... 4

General Mandate to Issue Shares .............................................................................................. 4

Re-election of Directors ............................................................................................................ 4

Responsibility Statement .......................................................................................................... 5

Annual General Meeting ........................................................................................................... 5

Action to be taken ..................................................................................................................... 5

Recommendation ...................................................................................................................... 5

APPENDIX I

• - EXPLANATORY STATEMENT .............................................................. I-1

  APPENDIX II

• - DETAILS OF RETIRING DIRECTORS ................................................. II-1

  APPENDIX III

• - NOTICE OF ANNUAL GENERAL MEETING ...................................... III-1

DEFINITIONS

In this circular, the following expressions have the following meaning unless the context requires otherwise:

"AGM"	the Annual General Meeting of the Company to be held at 26/F,
No. 9 Des Voeux Road West, Sheung Wan, Hong Kong on Friday,
28 May 2021 at 11:00 a.m., a notice of which is set out in Appendix
III to this circular, or any adjournment thereof
"Articles" or "Articles of Association"	the articles of association of the Company
"Board"	the board of directors of the Company
"Company"	CHINA INNOVATION INVESTMENT LIMITED ʕ਷௴อҳ
༟Ϟࠢʮ̡ , a company incorporated in the Cayman Islands with
limited liability, the issued Shares of which are listed on the Stock
Exchange
"Companies Law"	the Companies Law of the Cayman Islands for the time being in force
"Director(s)"	the director(s) of the Company
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Latest Practicable Date"	26 March 2021, being the latest practicable date prior to the printing
of this circular for ascertaining certain information contained in this
circular
"Listing Rules"	The Rules Governing the Listing of Securities on The Stock
Exchange
"Memorandum"	the memorandum of association of the Company
"PRC"	the People's Republic of China, which for the purpose of this circular
shall exclude Hong Kong, Macau Special Administrative Region of
the People's Republic of China and Taiwan
"SFO"	the 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

DEFINITIONS
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeover Code"	the Codes on Takeovers and Mergers and Share Buy-backs
"%"	per cent

CHINA INNOVATION INVESTMENT LIMITED ʕ਷௴อҳ༟Ϟࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1217)

Executive Directors:	Registered office:
Mr. Xiang Xin (Chairman and Chief Executive Officer)	Sinclair Group Centre
Mr. Chan Cheong Yee	3rd Floor Genesis Building
Genesis Close
Independent non-executive Directors:	P.O. Box 498, George Town
Ms. An Jing (Appointed on 18 February 2020)	Grand Cayman KY1-1106
Ms. Zhou Zan	Cayman Islands
Mr. Zhang, Yu Clement (Appointed on 18 February 2020)
Principal place of business:
Alternate director:	26/F.
Ms. Kung Ching	No. 9 Des Voeux Road West
Sheung Wan
Hong Kong
31 March 2021
Dear Shareholder(s),

PROPOSED GENERAL MANDATES TO

REPURCHASE AND ISSUE SHARES, PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to, among other matters, (i) the proposed general mandates to repurchase and issue Shares, the extension of the general mandate to issue Shares; (ii) the proposed re-election of Directors; and (iii) to give you the notice of the AGM.

GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 29 May 2020, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the forthcoming AGM. At the AGM, an ordinary resolution will be proposed to grant a general and unconditional mandate to the Directors to exercise all powers of and on behalf of the Company to repurchase Shares with number of Shares not exceeding 10% of the total number of Shares of the Company in issue as at the date of passing of the resolution (the "Repurchase Mandate"). In accordance with the Listing Rules, an explanatory statement as set out in Appendix I to this circular is required to provide you with the requisite information reasonably necessary to enable you to make an informed decision on the resolution to be proposed.

GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 29 May 2020, a general mandate was granted to the Directors to exercise the powers of the Company to issue new Shares. Such mandate will lapse at the conclusion of the forthcoming AGM. At the AGM, an ordinary resolution will be proposed that the Directors be granted the general mandate to allot, issue and deal with Shares of up to 20% of the total number of Shares of the Company in issue as at the date of passing of the resolution (the "Issue Mandate").

As at the Latest Practicable Date, the Company had an aggregate of 12,801,578,629 Shares in issue, assuming that no further Shares are repurchased or issued from the Latest Practicable Date up to the date of AGM, the Directors will be authorised to allot and issue up to 2,560,315,725 new Shares pursuant to the Issue Mandate.

Subject to conditional on the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by the addition to the total number of Shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandates of an amount representing the Shares of the Company repurchased by the Company pursuant to the Repurchase Mandate provided that such extended amount shall not exceed 10% of the total number of Shares of the Company in issue as at the date of passing the resolution.

RE-ELECTION OF DIRECTORS

In accordance with Article 99(1) of the Articles of Association, Mr. Xiang Xin and Ms. Zhou Zan shall retire by rotation and, being eligible, will offer themselves for re-election at the AGM of the Company.

Details of the above Directors who are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

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.

ANNUAL GENERAL MEETING

The notice convening the AGM, which contains, inter alia, relevant resolutions to approve the general mandates for Directors to issue and repurchase Shares, and the extension of the general mandate to issue Shares, and re-election of Directors, is set out in Appendix III of this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the AGM in accordance with the instructions printed thereon.

ACTION TO BE TAKEN

A form of proxy for use by the Shareholders at the AGM, or at any adjournment thereof is enclosed with this circular.

Whether or not you propose to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

RECOMMENDATION

The Directors are of the opinion that the proposals referred to in this circular are in the best interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By order of the Board

China Innovation Investment Limited

Xiang Xin

Chairman and Chief Executive Officer

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules.

• 1. REASON FOR REPURCHASE

  The Directors believe that it is in the best interests of the Company and its Shareholders to continue to have a general authority from the Shareholders to enable the Directors to repurchase shares of the Company on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/ or its earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

• 2. SHARE CAPITAL

  As at the Latest Practicable Date, the Company had 12,801,578,629 Shares in issue and there were 528,868,422 Shares available for issue under the Share Option Scheme which represents approximately 4.13% of the issued share capital of the Company. Subject to the passing of the relevant resolution approving the Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company from the Latest Practicable Date prior to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 1,280,157,862 Shares.

• 3. FUNDING OF REPURCHASE

  In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles and the applicable laws of the Cayman Islands. The Companies Law of the Cayman Islands provides that the amount of capital repaid in connection with a share repurchase must have been provided for out of the profits of the Company and/or out of the proceeds of a fresh issue of shares made for the purpose of the repurchase to such an extent allowable under the Companies Law of the Cayman Islands.

  An exercise of the Repurchase Mandate in full at any time during the proposed repurchase period would have a material adverse impact on the working capital but not on the gearing position of the Company as compared with the position disclosed in its most recent published audited financial statements in the 2020 annual report. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4.
Lowest	Highest
HK$	HK$
2020
April	0.010	0.010
May	0.010	0.010
June	0.010	0.010
July	0.010	0.015
August	0.010	0.010
September	0.010	0.010
October	0.010	0.010
November	0.010	0.010
December	0.010	0.010
2021
January	0.010	0.010
February	0.010	0.017
March (up to the Latest Practicable Date)	0.011	0.014
5.	UNDERTAKING

SHARE PRICES

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

Price per Share

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to Ordinary Resolution No. 4, the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company nor have any such connected persons have undertaken not to sell any of the Shares held by them to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

• 6. TAKEOVERS CODE

  If, as a result of a Share repurchase, 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 could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

  As at the Latest Practicable Date, the substantial Shareholders (as defined in the SFO) and in the event that the Directors exercise the Repurchase Mandate in full, shareholding percentage of the substantial Shareholders under the SFO would be as follows:

  Approximate

  Approximate	percentage of
  percentage of	shareholding if
  shareholding as	the Repurchase
  at the Latest	Mandate is
  Name	Practicable Date	exercised in full
  Harvest Rise Investments Limited (Note 1)	29.82%	33.13%
  China Technology Education Trust Association (Note1)	29.82%	33.13%
  Haitong Guotai (Note 2)	11.52%	12.80%
  Guotai Investment (Note 2)	11.52%	12.80%
  Notes:

  • 1. Harvest Rise Investments Limited is a private company wholly and beneficially owned by China Technology Education Trust Association (the "Trust Association"). Accordingly, the Trust Association is interested in the Shares and the underlying Shares of the Company held by Harvest Rise Investments Limited. The Trust Association is a society registered under the provisions of section 5A(1) of the Societies Ordinance in 2005, which is a charitable society providing charity and financial aid to technology education and employment in Hong Kong and Mainland China. Mr. Xiang Xin is a chairman of the Trust Association.

  • 2. Haitong Guotai is a trust wholly and beneficially owned by Guotai Investment. Accordingly, Guotai Investment is interested in the shares of the Company held by Haitong Guotai.

  If the present shareholdings remained the same, the shareholding of China Technology Education Trust Association and Haitong Guotai would be increased to approximately 33.13% and 12.80% respectively of the issued share capital of the Company in the event that the Repurchase Mandate is exercised in full. The Directors have no present intention to exercise the repurchase proposal to such an extent as would result in takeover obligations.

• 7. SHARE REPURCHASES MADE BY THE COMPANY

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

Stated below is the details of the Directors who will retire and be eligible for re-election at the AGM.

In accordance with Article 99(1) of the Articles of Association of the Company, Mr. Xiang Xin and Ms. Zhou Zan shall retire by rotation and being eligible to offer themselves for re-election at the forthcoming annual general meeting of the Company.

Mr. Xiang Xin ("Mr. Xiang"), aged 57, was chairman of the Board ("Chairman") and the chief executive officer ("Chief Executive Officer") of the Company. Mr. Xiang once worked in a number of large organisations in the PRC and engaged in technology project management and corporate strategy research for a long time. Mr. Xiang also possesses many years of experience in project investment and information technology businesses. Mr. Xiang holds a bachelor's degree in science and a master's degree in engineering from Nanjing University of Science & Technology. Mr. Xiang is a chairman of China Technology Education Trust Association. Mr.

Xiang is currently a chairman of the board, chief executive officer and an executive director of China Trends Holdings Limited (stock code: 8171), a company listed on GEM of the Stock Exchange. Mr. Xiang joined the Company on 14 January 2003.

Mr. Xiang has not entered into a director service contract with the Company. Mr. Xiang has not been appointed for a specific term and will be subject to retirement and re-election by the Shareholders pursuant to the Articles.

Mr. Xiang is entitled to a director allowance of HK$120,000 per annum as determined and based on duties and responsibilities for acting as an Executive Director.

As at the Latest Practicable Date, Mr. Xiang holds 60,394,737 share options of the Company which representing approximately 0.47% issued share capital of the Company.

Save as disclosed above, Mr. Xiang does not hold any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Mr. Xiang is not connected with any other Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Mr. Xiang did not hold directorship in other listed companies in the last three years preceding the date of this circular nor was there any other information required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Ms. Zhou Zan ("Ms. Zhou"), aged 50, is currently a lawyer of Grandall Law Firm (Shen Zhen), a law firm in the PRC. Ms. Zhou graduated from the Faculty of Law of Xiamen University in 1991. Ms. Zhou holds a bachelor degree in Law. Ms. Zhou's practice area including corporate mergers and acquisitions, restructuring, foreign investment, economy and civil litigation and arbitration, criminal proceedings etc. Ms. Zhou joined the Company on 1 January 2018.

Ms. Zhou has not entered into a director service contract with the Company. Ms. Zhou has not been appointed for a specific term and will be subject to retirement and re-election by the Shareholders pursuant to the Articles.

Ms. Zhou is entitled to a director allowance of HK$120,000 per annum as determined and based on duties and responsibilities for acting as an Independent Non-Executive Director.

As at the Latest Practicable Date, Mr. Xiang holds 30,000,000 share options of the Company which representing approximately 0.23% issued share capital of the Company.

Save as disclosed above, Ms. Zhou does not hold any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Ms. Zhou is not connected with any other Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Ms. Zhou did not hold directorship in other listed companies in the last three years preceding the date of this circular nor was there any other information required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

CHINA INNOVATION INVESTMENT LIMITED ʕ਷௴อҳ༟Ϟࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1217)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of China Innovation Investment Limited (the "Company") will be held at 26/F., No. 9 Des Voeux Road West, Sheung Wan, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. for the following purposes:

• 1. To receive and consider the audited consolidated financial statements and the reports of the Directors

• and auditors for the year ended 31 December 2020.

• 2. To re-elect the retiring Directors and to authorise the board of Directors to fix the Directors' remuneration.

• 3. To re-appoint McMillan Woods (Hong Kong) CPA Limited as auditors and to authorise the board of Directors to fix their remuneration.

To consider and, if thought fit, pass (with or without modification) the following ordinary resolutions:

4.

"THAT:

• (a) subject to paragraph 4(b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the securities of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company (the "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 of any other stock exchange as amended from time to time and the manner of any such repurchase be and is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph 4(a) above shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution, and the authority pursuant to paragraph 4(a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution:

  "Relevant Period" means the period from the date of passing of this resolution until, whichever is the earliest of:

  (i)	The conclusion of the next annual general meeting of the Company;
  (ii)	The expiration of the period within which the next annual general meeting of the Company
  is required by the law or the Articles of Association of the Company to be held; and
  (iii)	the date upon which the authority set out in this resolution is revoked or varied by way of
  an ordinary resolution of the shareholders of the Company in a general meeting."
  5.	"THAT:

• (a) subject to paragraph 5(c) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph 5(a) above shall authorise the Directors of the Company to make or grant offers, agreements and options during the Relevant Period (as hereinafter defined) which would or might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors of the Company pursuant to the approval in paragraph 5(a) above, otherwise than pursuant to:

  • (i) a Rights Issue (as hereinafter defined);

  • (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company;

  • (iii) the exercise of options granted under any option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares in the share capital of the Company to officers and/or employees of the Company and/or any of its subsidiaries; and

  • (iv) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in the share capital of the Company implemented in accordance with the Articles of Association of the Company;

shall not exceed 20% of the total number of Shares of the Company in issue as at the date of passing of this resolution, and the authority pursuant to paragraphs 5(a) and 5(b) above shall be limited accordingly; and

(d)

for the purposes of this resolution:

"Relevant Period" means the period from the date of passing of this resolution until, whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the law or the Articles of Association of the Company to be held; and

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company in a general meeting.

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

6.

"THAT:

subject to the passing of resolutions No. 4 and No.5 above, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to resolution No. 5 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the addition to the number of Shares repurchased by the Company since the granting of such general mandate pursuant to the exercise by the Directors of the Company of the powers of the Company to repurchase such shares pursuant to resolution No. 4, provided that such amount shall not exceed 10% of the total number of Shares of the Company in issue as at the date of passing of the said resolution."

By Order of the Board

China Innovation Investment Limited

Xiang Xin

Chairman and Chief Executive Officer

Hong Kong, 31 March 2021

Notes:

• (a) A member entitled to attend and vote at the Annual General Meeting convened by the above notice is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to attend and, subject to the provisions of the Articles of Association of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the Annual General Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.

• (b) Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the Annual General Meeting or any adjournment thereof (as the case may be). In such event, his/her form of proxy will be deemed to have been revoked.

• (c) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event, not less than 48 hours before the time appointed for holding such meeting or any adjournment thereof (as the case may be).

• (d) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, 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. The chairman of the Annual General Meeting will exercise his power under Article 77 of the Company's articles of association (the "Articles of Association") to put each of the above resolutions to be proposed at the Annual General Meeting to be voted by way of poll.

• (e) For the purpose of ascertaining shareholders' entitlement to attend and vote at the Annual General Meeting to be held on Friday, 28 May 2021, the register of members of the Company will be closed from Friday, 21 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration not later than 4: 00 p.m. on Thursday, 20 May 2021.

• (f) If Typhoon Signal No. 8 or above, or a "black" rainstorm warning or extreme condition caused by super typhoon is in effect in Hong Kong any time after 8: 00 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company atwww.1217.com.hkand on the HKExnews website of the Stock Exchange atwww.hkexnews.hkto notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the executive directors of the Company are Mr. Xiang Xin (Chairman) and Mr. Chan Cheong Yee; the independent non-executive directors of the Company are Ms. An Jing, Ms. Zhou Zan and Mr. Zhang, Yu Clement. Ms. Kung Ching is an alternate director to Mr. Xiang Xin.