Cocoon : PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY, RE-ELECTION OF RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Cocoon Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale 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.

Cocoon Holdings Limited

中國天弓控股有限公司

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 428)

PROPOSALS INVOLVING

GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE NEW SHARES OF THE COMPANY,

RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Cocoon Holdings Limited to be held at Portion 2, 12th Floor, The Center, 99 Queen's Road Central, Hong Kong on Thursday, 17th June 2021, at 10:00 a.m. is set out on pages 17 to 21 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

This circular and the accompanying proxy form, in both English and Chinese versions, are available on the Company's website at www.cocoon.holdings (the "Company Website").

Shareholders who have chosen or have been deemed consented to receive the corporate communications of the Company (the "Corporate Communications") via the Company Website and who for any reason have difficulty in receiving or gaining access to the circular and the proxy form posted on the Company Website will promptly upon request be sent the circular and the proxy form in printed form free of charge.

Shareholders may at any time change their choice of the means of receipt (either in printed form or via the Company Website) and/or language(s) (either English only or Chinese only or both languages) of Corporate Communications.

Shareholders may send their request to receive the circular and the proxy form in printed form, and/or to change their choice of the means of receipt and/or language(s) of Corporate Communications by notice in writing to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or by sending an email to the branch share registrar of the Company in Hong Kong at [e-mail].

Shareholders who have chosen to receive printed copy of the Corporate Communications in either English or Chinese version will receive both English and Chinese versions of this circular and the accompanying proxy form since both languages are bound together into one booklet respectively.

PRECAUTIONARY MEASURES FOR THE COVID-19 AT THE ANNUAL GENERAL MEETING

As set out on page i of this circular, measures will be taken at the Annual General Meeting to facilitate the prevention and control of the COVID-19 pandemic, including:

• Mandatory body temperature checks
• Compulsory wearing surgical masks in the venue of the Annual General Meeting
• No corporate gifts and refreshments

The Company encourages Shareholders, particularly those who are subject to quarantine in relation to COVID-19, to appoint the Chairman of the Annual General Meeting as their proxy to vote at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

* for identification purposes

Hong Kong, 29 April 2021

PRECAUTIONARY MEASURES FOR THE COVID-19 AT THE ANNUAL GENERAL MEETING

In view of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting to ensure the health and safety of attending Shareholders, staff and other stakeholders:

1. Mandatory body temperature check will be carried out for every attendee at the entrance of venue of the Annual General Meeting. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry to the venue of the Annual General Meeting and may not be allowed to attend the Annual General Meeting.
2. All attendees are required to wear surgical face masks inside the venue of the Annual General Meeting at all times, and to maintain a safe distance between seats.
3. No refreshments will be served, and there will be no corporate gifts.

In the interest of all stakeholders' health and safety and consistent with the guidelines for the prevention and control of COVID-19 pandemic, the Company reminds all Shareholders that attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by completing proxy forms with voting instructions, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

The proxy form is attached to this circular and can also be downloaded from the Company's website at www.cocoon.holdings.

If Shareholders choosing not to attend the Annual General Meeting in person have any questions about the relevant resolutions, or about the Company or any other matters for communication with the Board, they can contact the Company by email to [e-mail].

If any Shareholder has any question relating to the meeting, please contact Computershare Hong Kong Investor Services Limited, the Company's share registrar as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre 183 Queen's Road East, Wan Chai, Hong Kong Email: [e-mail] Tel: [phone] Fax: [phone]

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CONTENTS
	Page
PRECAUTIONARY MEASURES FOR THE COVID-19
AT THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II - DETAILS OF THE RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
	Portion 2, 12th Floor, The Center, 99 Queen's Road
	Central, Hong Kong on Thursday, 17th June 2021 at 10:00
	a.m., notice of which is set out on pages 17 to 21 of this
	circular
"Board"	the board of Directors
"Bye-laws"	the bye-laws of the Company adopted by the Company on
	11 March 2019 and became effective on 1 April 2019
	(Bermuda time), as may be amended from time to time
"Companies Act"	the Companies Act 1981 of Bermuda (as amended from
	time to time)
"Company"	Cocoon Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability and continued in
	Bermuda with limited liability, with its Shares listed on the
	Stock Exchange
"COVID-19"	novel coronavirus (COVID-19), a coronavirus identified as
	the cause of an outbreak as respiratory illness
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Latest Practicable Date"	26 April 2021, being the latest practicable date prior to the
	printing of this circular

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Repurchase Proposal"	the proposal to give a general mandate to the Directors to
	exercise the powers of the Company to repurchase during
	the period as set out in the Repurchase Resolution Shares
	up to a maximum of 10% of the total number of issued
	Shares as at the date of the Repurchase Resolution
"Repurchase Resolution"	the proposed ordinary resolution as referred to in resolution
	no. 4 of the notice of the Annual General Meeting
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) in the share capital of the Company with
	a nominal value of HK$0.10 per Share
"Shareholder(s)"	holder(s) of Share(s)
"Share Repurchase Rules"	the relevant rules set out in the Listing Rules to regulate
	the repurchase by companies, with primary listing on the
	Stock Exchange, of their own securities on the Stock
	Exchange
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers
"%"	percent

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LETTER FROM THE BOARD

Cocoon Holdings Limited

中國天弓控股有限公司

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 428)
Executive Directors:	Registered office:
Mr. Wu Ming Gai (Chairman of the Board)	Park Place
Ms. Chan Carman Wing Yan (Chief Executive Officer)	55 Par-la-Ville Road
Mr. Chau Wai Hing	Third Floor
	Hamilton HM 11
Non-executive Directors:	Bermuda
Mr. William Keith Jacobsen
Mr. Wong Chung Yan Sammy	Principal place of business:
	Room 14A,
Independent Non-Executive Directors:	Fortune House,
Ms. Chan Man Yi	61 Connaught Road Central,
Ms. Leung Yin Ting	Central,
Mr. Wong Sze Lok	Hong Kong
	Hong Kong, 29 April 2021
To Shareholders,
Dear Sir or Madam,

PROPOSALS INVOLVING

GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE NEW SHARES OF THE COMPANY,

RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

1. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 22nd June 2020 (the "2020 AGM"), a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval of an ordinary resolution to be proposed at the Annual General

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LETTER FROM THE BOARD

Meeting to give a fresh general mandate to the Directors to exercise the powers of the Company to repurchase Shares. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Proposal is set out in the Appendix I hereto.

2. GENERAL MANDATE TO ISSUE NEW SHARES

It will also be proposed at the Annual General Meeting two ordinary resolutions for granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing the resolution, representing 71,945,370 Shares at the Latest Practicable Date, and adding to such general mandate so granted to the Directors any Shares representing the total number of Shares repurchased by the Company after the granting of the general mandate to repurchase Shares up to 10% of the total number of issued Shares as at the date of the Repurchase Resolution.

3. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of eight Directors, namely Mr. Wu Ming Gai (Chairman of the Board), Ms. Chan Carman Wing Yan (Chief Executive Officer), Mr. Chau Wai Hing, Mr. William Keith Jacobsen, Mr. Wong Chung Yan Sammy, Ms. Chan Man Yi, Ms. Leung Yin Ting and Mr. Wong Sze Lok.

According to the Bye-Law 99 of the Bye-Laws,one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third but not less than one-third, shall retire from office by rotation. As recommended by the nomination committee of the Company and determined by the Board, Mr. Wu Ming Gai, Ms. Chan Carman Wing Yan, Mr. Wong Chung Yan Sammy and Ms. Chan Man Yi, being Directors the longest in office and determined by lot, shall retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election. Mr. Chau Wai Hing and Mr. Wong Sze Lok were appointed as Directors after the 2020 AGM. These newly appointed Directors will retire at the Annual General Meeting. All of the above retiring Directors, being eligible, offer themselves for re-election.

In reviewing the structure of the Board, the nomination committee of the Company will consider the structure, size and diversity (including gender, age, cultural and educational background, length of service, skills, knowledge and experience etc.) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy. All appointments to the Board are based on meritocracy and the candidates will be assessed based on criteria such as education background and relevant skills and experience for consideration of the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

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LETTER FROM THE BOARD

The nomination committee of the Company had assessed and reviewed the annual written confirmation of independence of each of the independent non-executive Directors for the year ended 31 December 2020 based on the independence criteria as set out in rule 3.13 of the Listing Rules, including Ms. Chan Man Yi and Mr. Wong Sze Lok. The nomination committee of the Company had considered and nominated the above retiring Directors to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting.

Ms. Chan Man Yi has intensive experience in pension and provident fund industry and company secretary and she is a professional accountant. Mr. Wong Sze Lok has extensive experience in auditing and corporate governance and he is a professional accountant. The Board believes that the skills and experiences they acquired from a different background will be beneficial to the Board with diversity of their comprehensive experiences and knowledges and they will continue to contribute effectively to the Board.

Accordingly, with the recommendation of the nomination committee of the Company, the Board has proposed that the above retiring Directors, namely Mr. Wu Ming Gai, Ms. Chan Carman Wing Yan, Mr. Chau Wai Hing, Mr. Wong Chung Yan Sammy, Ms. Chan Man Yi and Mr. Wong Sze Lok, stand for re-election as Directors by way of separate resolutions at the Annual General Meeting.

Details of the above retiring Directors proposed for re-election at the Annual General Meeting are set out in the Appendix II of this circular.

4. ANNUAL GENERAL MEETING

The notice of Annual General Meeting, which contains, inter alia, ordinary resolutions to approve, among other things, the Repurchase Resolution, general mandate for Directors to issue new Shares, extension of general mandate to issue new shares and re-election of retiring Directors, is set out on pages 17 to 21 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

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LETTER FROM THE BOARD

5. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the shareholders at the annual general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. According to the Bye-laws, all resolutions put to votes of the Annual General Meeting shall be decided by poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. 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.

7. RECOMMENDATION

The Directors believe that the proposals referred to in this circular are in the best interest of the Company and the Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By order of the Board

Cocoon Holdings Limited

Wu Ming Gai

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This is the explanatory statement as required to be sent to the Shareholders under the Share Repurchase Rules to provide requisite information to you for your consideration of the Repurchase Proposal.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 359,726,850 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Proposal to repurchase a maximum of 35,972,685 Shares.

REASON FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of continuance and Bye-laws and the applicable laws of Bermuda and the Listing Rules. The repurchase of Shares under the Repurchase Proposal will be financed from the Company's internal resources.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31st December, 2020, in the event that the power to repurchase Shares pursuant to the Repurchase Proposal were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Proposal to such extent as would, in the circumstances, have a material adverse effect 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.

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APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICE

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

	Share Prices
	Highest	Lowest
	HK$	HK$
2020
April	0.275	0.250
May	0.280	0.191
June	0.320	0.200
July	0.290	0.212
August	0.300	0.249
September	0.320	0.260
October	0.320	0.275
November	0.340	0.255
December	0.360	0.260
2021
January	0.355	0.260
February	0.330	0.290
March	0.345	0.265
April (up to the Latest Practicable Date)	0.335	0.255

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules, the memorandum of continuance of the Company, the Bye-laws and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, 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 Rule 32 of the Takeovers Code. As a result, a Shareholder or 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 Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Chen Chien Yeh, held directly 82,990,790 Shares, representing approximately 23.07% of the total issued share capital of the Company. In the event the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Resolution, then (if the present shareholdings remain the same), the shareholdings of Mr. Chen Chien Yeh will be increased to approximately 25.63% of the issued share capital of the Company and no obligation to make a mandatory offer to Shareholders under the Takeovers Code would arise.

The Directors have no intention to repurchase any Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer. In addition, the Company will not repurchase Shares to such extent as to result in the amount of Shares held by the public being reduced to less than 25%.

SHARE REPURCHASE MADE BY THE COMPANY

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

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

The details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out as follow:

Executive Director

Mr. Wu Ming Gai ("Mr. Wu")

Mr. Wu Ming Gai, aged 45, joined the Company in July 2015. He was re-designated from a non-executive Director to an executive Director effective from 1 March 2016 and appointed as the chairman of the Board in February 2019. He is also a director of each subsidiary of our Company. Mr. Wu is one of the directors and responsible officers of Tiger Securities Asset Management Company Limited ("Tiger Securities") (as the investment manager of the Company since 1 March 2016). Mr. Wu is currently licensed person to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (assets management) regulated activities under the SFO. He has obtained the Honor Diploma of Accounting from the Hong Kong Shue Yan University in July 1999. He has over 12 years of management experience in fund accounting and asset management. He was the chief operating officer of Tiger Securities from 2007 to 2012 responsible for the overall operation of fund management. Since 2013, he has been the director of the same company responsible for the general management of regulated activities.

Save as disclosed above and as confirmed by Mr. Wu, as at the Latest Practicable Date, Mr. Wu had not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and did not hold any other position within the Group.

As at the Latest Practicable Date, Mr. Wu did not have any interests in the Shares within the meaning of Part XV of the SFO and did not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

Ms. Wu entered into a letter of appointment with the Company in relation to his appointment as an executive Director. His term of service is subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Wu is entitled to a director's fee of HK$12,600 per month subject to adjustment as appropriate to be determined by the Board. His director's emolument has been recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities in the Company, the prevailing market situation and the Company's performance and current arrangement.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Save as disclosed above, there are no other matters relating to the re-election of Mr. Wu that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Ms. Chan Carman Wing Yan ("Ms. Carman Chan")

Ms. Carman Chan, aged 41, was appointed as an executive Director, and the chairman and a member of investment committee of the Company on 25 February 2019. She was appointed as chief executive officer of the Company on 3 June 2019. She is one of the responsible officers of Bradbury Asset Management (Hong Kong) Limited ("BAM"). Ms. Carman Chan is currently a licensed person to carry out type 9 (asset management) regulated activities under the SFO. Ms. Carman Chan holds a Master of Business Administration Degree from the University of Wales, Newport, United Kingdom. She has previous work experiences in Hong Kong, Canada and Europe. She is experienced in dealing in securities, fund management, corporate management, corporate finance and managing investment companies listed under Chapter 21 of the Listing Rules on the Stock Exchange. Before joining BAM as a responsible officer in 2016, Ms. Carman Chan acted as a type 4 (Advising on Securities) and type 9 (asset Management) responsible officer, executive director and chief operating officer of Iridium Capital Limited, a Securities and Futures Commission licensed corporation since 2015. From 2011 to 2015, Ms. Carman Chan worked for CU Investment Management Limited, which was the investment manager of National Investments Fund Limited (stock code: 1227), a company listed on the Stock Exchange. Ms. Carman Chan was an independent non-executive director of Dadi International Group Limited (formerly known as Zhi Cheng Holdings Limited) (stock code: 8130), a company listed on GEM of the Stock Exchange, during the period from July 2015 to November 2017.

Save as disclosed above, as at the Latest Practicable Date, Ms. Carman Chan had not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and did not hold any other position within the Group.

As at the Latest Practicable Date, Ms. Carman Chan did not have any interests in the Shares within the meaning of Part XV of the SFO and did not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

Ms. Carman Chan entered into a letter of appointment with the Company in relation to her appointment as an executive director. Her term of service is subject to retirement by rotation and re-election in accordance with the Bye-laws. Ms. Carman Chan is entitled to a director's fee of HK$21,000 per month subject to adjustment as appropriate to be determined by the Board. Her

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

director's emolument has been recommended by the remuneration committee of the Company and determined by the Board with reference to her duties and responsibilities in the Company, the prevailing market situation and the Company's performance and current arrangement.

Save as disclosed above, there are no other matters relating to the re-election of Ms. Chan that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Chau Wai Hing ("Mr. Chau")

Mr. Chau, aged 55, was appointed as an executive Director and a member of investment committee of the Company on 23 April 2021. Mr Chau graduated from City University of Hong Kong with a Bachelor's Degree in Quantitative Analysis for Business, Postgraduate Certificate in Professional Accounting and Master Degree in Finance. He also holds a Master Degree in Professional Accounting from the Southern Cross University in Australia. Mr. Chau is a fellow member of the Institute of Public Accountants in Australia, a fellow member of the Institute of Financial Accountants, a chartered member of the Chartered Institute for Securities and Investment and a member of the Hong Kong Securities and Investment Institute. Mr. Chau previously joined the Company as a non-executive Director and an executive Director for the period from July 2015 to September 2015 and September 2015 to February 2019 respectively.

Mr. Chau is currently a licensed person to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO. Mr. Chau is currently an independent non-executive director of Carnival Group International Holdings Limited (Stock code: 996) since May 2019. He was an independent non-executive director of Vestate Group Holdings Limited (Stock code: 1386) from February 2017 to March 2021 and he was also an executive director of UBA Investments Limited (Stock code: 768) from December 2008 to April 2015. Prior to joining UBA Investment Limited, he has possessed over 18 years of experience in banking, finance and wealth management and held senior positions at several international financial institutions including Bank of America (Asia) Limited and Merrill Lynch (Asia Pacific) Limited.

Save as disclosed above and as confirmed by Mr. Chau, as at the Latest Practicable Date, Mr. Chau had not held any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and did not hold any other position within the Group.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

As at the Latest Practicable Date, Mr. Chau did not have any interest in the Shares within the meaning of Part XV of the SFO and did not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

Ms. Chau entered into a service contract with the Company in relation to his appointment as an executive Director. His term of service is subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Chau is entitled to a director's fee of HK$20,000 per month subject to adjustment as appropriate to be determined by the Board. His director's emolument has been recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities in the Company, the prevailing market situation and the Company's performance and current arrangement.

Save as disclosed above, as confirmed by Mr. Chau, there are no other matters relating to the re-election of Mr. Chau that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Non-Executive Director

Mr. Wong Chung Yan Sammy ("Mr. Sammy Wong")

Mr. Sammy Wong, aged 56, was appointed as an independent non-executive Director on 23 March 2018, and re-designated as a non-executive director on 14 December 2018. He is currently a member of each of the audit committee and nomination committee of the Company. Mr. Sammy Wong holds a Bachelor's degree in Social Science from the Chinese University of Hong Kong. He has over 28 years of financial planning & modeling, investment analysis & execution and project

• liquidity management experience in banking and commercial industry. Mr. Sammy Wong had held senior management positions in various subsidiaries of certain companies listed in Hong Kong. He is now also a director of a private securities company in Hong Kong. Mr. Sammy Wong is currently a director of a subsidiary of the Company namely Studio V Limited.

Save as disclosed above, as at the Latest Practicable Date, Mr. Sammy Wong had not held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and did not hold any other positions within the Group.

As at the Latest Practicable Date, Mr. Sammy Wong did not have any interests in the Shares within the meaning of Part XV of the SFO and did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Mr. Sammy Wong had entered into a letter of appointment with the Company as a non-executive Director, subject to termination in certain circumstances as stipulated in the said letter of appointment. He is appointed for a term of 3 years and is subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Sammy Wong is entitled to a director's fee of HK$14,700 per month subject to adjustment as appropriate to be determined by the Board. His annual director's emolument has been recommended by the remuneration committee of the Company and determined by the Board with reference to his qualification and experience, duties and responsibilities in the Company, the prevailing market situation and the Company's performance and current arrangement.

Save as disclosed above, there are no other matters relating to the re-election of Mr. Sammy Wong that needs to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Independent Non-executive Directors

Ms. Chan Man Yi ("Ms. Chan")

Ms. Chan, aged 56, was appointed as an independent non-executive Director on 21 August 2018. She is currently the chairman and a member of each of the audit committee and the nomination committee of the Company and a member of the remuneration committee of the Company. Ms. Chan was graduated from the Hong Kong Polytechnic University with a Master's degree in professional accounting and has over 25 years of experience in pension and provident fund industry. Ms. Chan is a member of Hong Kong Institute of Certified Public Accountants. Ms. Chan was the company secretary of Glory Mark Hi-Tech (Holdings) Limited (stock code: 8159) from 4 December 2012 to 10 January 2019 and she is currently an independent non-executive director of Orient Securities International Holdings Limited (stock code: 8001), both companies are listed on the GEM of the Stock Exchange.

Save as disclosed above, as at the Latest Practicable Date, Ms. Chan had not held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and did not hold any other positions within the Group.

As at the Latest Practicable Date, Ms. Chan did not have any interests in the Shares within the meaning of Part XV of the SFO and did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Ms. Chan had entered into a letter of appointment with the Company as an independent non-executive Director, subject to termination in certain circumstances as stipulated in the said letter of appointment. She is appointed for a term of 3 years and is subject to retirement by rotation and re-election in accordance with the Bye-laws. Ms. Chan is entitled to a director's fee of HK$10,500 per month subject to adjustment as appropriate to be determined by the Board. Her annual director's emolument has been recommended by the remuneration committee of the Company and determined by the Board with reference to her qualification and experience, duties and responsibilities in the Company, the prevailing market situation and the Company's performance and current arrangement.

Save as disclosed above, there are no other matters relating to the re-election of Ms. Chan that needs to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Wong Sze Lok ("Mr. Wong")

Mr. Wong, aged 48, was appointed as an independent non-executive Director, the chairman of remuneration committee of the Company and a member of nomination committee of the Company on 23 April 2021. Mr. Wong has extensive experience in auditing and corporate governance. Mr. Wong was the chief financial officer of Century Entertainment International Holdings Limited (formerly known as Amax International Holdings Limited) (Stock code: 959). Mr. Wong is currently an independent non-executive director of Grand Field Group Holdings Limited (Stock Code: 115), TBK & Sons Holdings Limited (Stock code: 1960) and Aowei Holding Limited (Stock code: 1370). Mr. Wong also serves as the company secretary of Unitas Holdings Limited (Stock code: 8020).

Mr. Wong obtained a bachelor of arts degree in accountancy from The Hong Kong Polytechnic University in November 1996 and a master of management degree from Macquarie University in November 2004. Mr. Wong is currently a fellow of the Hong Kong Institute of Certified Public Accountants, a fellow of The Institute of Chartered Accountants in England and Wales and a Certified Information Systems Auditor.

Save as disclosed above and as confirmed by Mr. Wong, as at the Latest Practicable Date, Mr. Chau had not held any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and did not hold any other position within the Group.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

As at the Latest Practicable Date, Mr. Wong did not have any interest in the Shares within the meaning of Part XV of the SFO and did not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

Mr. Wong had entered into a letter of appointment with the Company as an independent non-executive Director, subject to termination in certain circumstances as stipulated in the said letter of appintment. He is appointed for a term of 3 years and subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Wong is entitled to a director's fee of HK$10,500 per month subject to adjustment as appropriate to be determined by the Board. His director's emolument has been recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities in the Company, the prevailing market situation and the Company's performance and current arrangement.

Save as disclosed above, as confirmed by Mr. Wong, there are no other matters relating to the re-election of Mr. Wong that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

Cocoon Holdings Limited

中國天弓控股有限公司

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 428)

NOTICE IS HEREBY GIVEN that the annual general meeting of Cocoon Holdings Limited (the "Company") will be held at Portion 2, 12th Floor, The Center, 99 Queen's Road Central, Hong Kong on Thursday, 17th day of June, 2021 at 10:00 a.m. for the following purposes:−

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the report of the directors and independent auditor's report for the year ended 31st December, 2020.
2. (a) To re-elect Mr. Wu Ming Gai as executive director of the Company.
3. 1. To re-elect Ms. Chan Carman Wing Yan as executive director of the Company.
   2. To re-elect Mr. Chau Wai Hing as executive director of the Company.
   3. To re-elect Mr. Wong Chung Yan Sammy as non-executive director of the Company.
   4. To re-elect Ms. Chan Man Yi as independent non-executive director of the Company.
   5. To re-elect Mr. Wong Sze Lok as independent non-executive director of the Company.
   6. To authorise the board of directors of the Company to fix the remuneration of directors of the Company for the year ending 31st December, 2021.
4. To re-appoint McMillan Woods (Hong Kong) CPA Limited as the independent auditor of the Company and to authorise the board of directors of the Company to fix the remuneration of the independent auditor of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:−

"THAT:−

1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital 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 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, be and is hereby generally and unconditionally approved;
2. the total number of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this Resolution), and the said approval shall be limited accordingly; and
3. for the purposes 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 expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or
   3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

5. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:−

"THAT:−

1. subject to paragraph (c) below, 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 of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;
3. the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares of the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; (iii) an issue of shares of the Company as scrip dividends pursuant to the bye-laws of the Company from time to time; (iv) an issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the total number of the issued shares of the Company as at the date of passing this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this Resolution), and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this Resolution,
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:−
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or
   3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares of the Company open for a period fixed by the directors of the Company to the holders of shares of the Company on the register on fixed record date in proportion to their then holdings of such shares of the Company as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

6. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:−

"THAT subject to the passing of ordinary resolutions in items 4 and 5 of the notice convening the meeting, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company pursuant to ordinary resolution in item 5 of the notice convening this meeting be and is hereby extended by the addition thereto of a number representing the total number of issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution in item 4 of the notice convening this meeting (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a smaller or larger number of shares of the Company after the passing of this resolution)."

By Order of the Board

Cocoon Holdings Limited

Wu Ming Gai

Chairman

Dated this 29 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the above annual general meeting (or any adjournment thereof) (the "Meeting") is entitled to appoint another person as proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.
2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
3. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from 11th June 2021 to 17th June 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 Meeting, all completed transfer documents, accompanied by relevant share certificates, must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on 10th June 2021.
4. With regard to the resolutions in item no.2 in this notice, details of the retiring directors of the Company are set out in Appendix II to the Company's circular to Shareholders dated 29 April 2021.
5. An explanatory statement as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in connection with the proposed repurchase mandate under ordinary resolution in item 4 above is set out in Appendix I to the Company's circular to Shareholders dated 29 April 2021.
6. In order to facilitate the prevention and control of the spread of the Novel Coronavirus (COVID-19) pandemic and to safeguard the health and safety of the shareholders of the Company, the Company encourages the shareholders of the Company to consider appointing the chairman of the annual general meeting as his/her/its proxy to vote on the relevant resolutions at the annual general meeting as an alternative to attending the annual general meeting in person.
7. As at the date of this notice, the Board comprises three executive Directors, namely Mr. Wu Ming Gai, Ms. Chan Carman Wing Yan and Mr. Chau Wai Hing; two non-executive Directors, namely Mr. William Keith Jacobsen and Mr. Wong Chung Yan Sammy; and three independent non-executive Directors, namely Ms. Chan Man Yi, Ms. Leung Yin Ting and Mr. Wong Sze Lok.

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