Future Bright : PROPOSALS INVOLVING GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND 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 as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Future Bright Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

Future Bright Holdings Limited

佳景集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 703)

PROPOSALS INVOLVING

GRANTING OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of Future Bright Holdings Limited is set out on pages 3 to 6 of this circular.

A notice convening an annual general meeting of Future Bright Holdings Limited to be held on 24 May 2021 at Units 803-804, 8th Floor, Seaview Commercial Building, Nos. 21-24 Connaught Road West, Sheung Wan, Hong Kong at 11:00 a.m. is set out on pages 13 to 17 of this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of Future Bright Holdings Limited in Hong Kong, Tricor Tengis Limited on 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 the holding of such meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so desire.

* For identification purpose only

16 April 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Granting of General Mandates to Issue and Repurchase Shares . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II - PARTICULARS OF DIRECTORS STANDING FOR
RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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
	on 24 May 2021 at Units 803-804, 8th Floor, Seaview
	Commercial Building, Nos. 21-24 Connaught Road
	West, Sheung Wan, Hong Kong at 11:00 a.m.
"AGM Notice"	the notice convening the AGM as set out on pages 13
	to 17 of this circular
"Board"	the board of Directors
"Company"	Future Bright Holdings Limited (Stock Code: 703), a
	company incorporated in Bermuda with limited
	liability, whose shares are listed on the main board of
	the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	8 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Repurchase Mandate"	the general mandate to be sought from the
	Shareholders at the AGM, authorising the Company
	to repurchase its own issued and fully paid Shares
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital
	of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers

- 1 -

DEFINITIONS

"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"%"	percent

- 2 -

LETTER FROM THE BOARD

Future Bright Holdings Limited

佳景集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 703)

Executive Directors:	Registered office:
Mr. Chan Chak Mo (Managing Director)	Clarendon House
Mr. Chan See Kit, Johnny (Chairman)	2 Church Street
Ms. Leong In Ian	Hamilton HM 11
	Bermuda
Independent non-executive Directors:
Mr. Cheung Hon Kit	Head office and principal place of business
Mr. Yu Kam Yuen, Lincoln	in Hong Kong:
Mr. Chan Pak Cheong Afonso	Room 803-4, 8th Floor
	Seaview Commercial Building
	21-24 Connaught Road West
	Sheung Wan
	Hong Kong
	16 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS INVOLVING

GRANTING OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you details of the following proposals which, together with other ordinary business, will be proposed at the forthcoming AGM for consideration and, where appropriate, approval by the Shareholders:

1. granting of general mandates to issue and make on-market repurchases of Shares up to 20% and 10% respectively of the number of issued Shares; and

* For identification purpose only

- 3 -

LETTER FROM THE BOARD

1. re-electionof retiring Directors.

The AGM Notice is set out on pages 13 to 17 of this circular.

GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The current general mandates granted to the Directors to issue and repurchase Shares will expire at the conclusion of the AGM. The Directors will ask for renewal of such authorities by proposing resolutions numbered 4, 5 and 6 as ordinary resolutions for consideration and approval by the Shareholders.

If passed at the AGM, resolution numbered 4 will give general mandate to the Directors to issue Shares up to 20% of the number of issued Shares on the date of the AGM, without having to first obtain the prior approval of the Shareholders in general meeting. As at the Latest Practicable Date, there were a total of 694,302,422 Shares in issue. Assuming that no Shares are issued or repurchased by the Company prior to the date of the AGM, such 20% will represent 138,860,484 Shares.

Further, resolution numbered 6 will, if passed, extend the general mandate to issue Shares by including the number of Shares repurchased under the Repurchase Mandate. On the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the above extension to issue a further of 69,430,242 new Shares if the Repurchase Mandate is exercised in full.

The Directors consider that general authority is commonplace and is sought to give them certain degree of flexibility for issue of Shares in transactions that need to be concluded in a speedy manner in the interests of the Company. They take the view that it would be in the interests of the Company if this mandate is renewed at the AGM.

At the AGM, the Board will also propose that the Shareholders pass resolution numbered 5 to give general authority to the Directors to make on-market repurchases of Shares up to 10% of the number of issued Shares. On the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 69,430,242 Shares.

The Directors wish to emphasize that general authority to make repurchases is to give them additional measure of flexibility if the Directors consider that exercise in appropriate circumstances is for the benefit of the Shareholders as a whole. The Directors take the view that it would be in the interests of the Company if this mandate is renewed at the AGM. An explanatory statement containing the particulars as required by the Listing Rules on resolution numbered 5 in relation to the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

At the AGM, Mr. Chan Chak Mo, Mr. Cheung Hon Kit and Mr. Chan Pak Cheong Afonso will retire from office by rotation in accordance with bye-law 99 of the Company's bye-laws. All of them, being eligible, will offer themselves for re-election at the AGM.

Brief biographical and other details of the Directors offering themselves for re-election are set out in Appendix II to this circular.

AGM

The notice for convening the AGM is set out on pages 13 to 17 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited on 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 the AGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so desire.

In view of the ongoing pandemic of Covid-19, the Company strongly recommends the Shareholders intending to attend the AGM to vote by filling in and submitting the proxy form, i.e. to indicate your voting intention in the proxy form and designate the chairman of the AGM as your proxy to vote on your behalf on site. The form of proxy is despatched to Shareholders and can also be downloaded from the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.fb.com.hk. To be valid, the form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, on Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting, as the case may be.

The Company will also take the following precautions and control measures at the AGM to protect the Shareholders from the risk of infection:

1. compulsory body temperature check will be taken for every Shareholder or proxy at the entrance of the venue and anyone with a body temperature of more than 37.3 degrees Celsius will not be given access to the venue;
2. every Shareholder or proxy is required to wear facial surgical mask before entering into the venue and during their attendance of the AGM; and
3. no refreshment will be served.

- 5 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposals described in this circular in relation to the granting of general mandates to issue and make on-market repurchases of Shares and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolutions at the AGM.

Yours faithfully,

For and on behalf of the Board

Chan Chak Mo

Managing Director

- 6 -

APPENDIX I	EXPLANATORY STATEMENT

This is an explanatory statement given to the Shareholders relating to resolution numbered 5 granting the Repurchase Mandate to the Directors. It contains a summary of the information required pursuant to Rule 10.06(1)(b) of the Listing Rules which is set out as follows:

1. EXERCISE OF THE REPURCHASE MANDATE

Resolution numbered 5 set out in the AGM Notice will, if passed, give a general unconditional mandate to the Directors authorising the repurchase by the Company of the issued and fully paid Shares up to a maximum of 10% of the number of issued Shares as at the date of the AGM. It will be valid until the next annual general meeting unless revoked or varied before such meeting.

Exercise in full of the Repurchase Mandate would result in up to a maximum of 69,430,242 Shares (on the basis of 694,302,422 Shares in issue as at the Latest Practicable Date) being repurchased by the Company.

1. REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares without having to seek the approval of the Shareholders beforehand. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share or its earnings per Share or both and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders.

1. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the laws of Bermuda and the memorandum of association and bye-laws of the Company. Such funds may include capital paid up on the repurchased Shares, funds otherwise available for dividend or distribution, and the proceeds of a new issue of Shares made for the purpose.

The Directors do not propose to exercise the Repurchase Mandate to such an 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.

1. STATUS OF REPURCHASED SHARES

The Listing Rules provide that the listing of all the Shares repurchased by the Company are automatically cancelled and the Company must ensure that the corresponding certificates are cancelled and destroyed. Under Bermuda law, the Shares so repurchased will be treated as having been cancelled.

- 7 -

APPENDIX I	EXPLANATORY STATEMENT

1. SHARE REPURCHASES

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

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

1. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2020
March	0.270	0.159
April	0.207	0.147
May	0.197	0.158
June	0.199	0.153
July	0.246	0.149
August	0.295	0.153
September	0.219	0.185
October	0.193	0.162
November	0.190	0.166
December	0.174	0.147
2021
January	0.163	0.147
February	0.255	0.156
March	0.191	0.166
April (up to the Latest Practicable Date)	0.192	0.186

(7) GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

If, as a result of a share repurchase by the Company, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending upon the level of increase in shareholding, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Chan Chak Mo and parties acting in concert with him together held 286,834,622 Shares, representing approximately 41.31% of the entire issued share capital of the Company. Based on such shareholdings and assuming that resolution numbered 5 set out in the AGM Notice is duly passed and that the Directors exercise in full the powers to repurchase Shares under the Repurchase Mandate, the attributable shareholdings of Mr. Chan Chak Mo and parties acting in concert with him in the Company would be increased to approximately 45.90% of the entire issued share capital of the Company, thus exceeding the 2% creeper as specified in Rule 26.1 of the Takeovers Code, in which event, Mr. Chan Chak Mo and parties acting in concert with him would be required to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would require Mr. Chan Chak Mo and parties acting in concert with him to make a mandatory offer under the Takeovers Code.

Save as disclosed above, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchases made by the Company under the Repurchase Mandate, if approved at the AGM.

- 9 -

APPENDIX II PARTICULARS OF DIRECTORS STANDING FOR RE-ELECTION

The biographical and other details of the Directors standing for re-election at the AGM as required by the Listing Rules are set out below.

EXECUTIVE DIRECTOR

Mr. Chan Chak Mo, aged 69, is the controlling shareholder of the Company. He joined the Group in March 2004. He is the managing director of the Group and is responsible for all daily management of the Group. He has over 34 years of experience in investment and the management of various kinds of business including hotels, restaurants and entertainment centers in Hong Kong and Macau. He is both a member of the Legislative Assembly and the Executive Council of the Macau Special Administrative Region. He holds a bachelor degree and a master degree in business administration. Save as disclosed above, Mr. Chan also holds a number of directorships in other members of the Group but did not hold any other directorship in listed public companies in the past three years.

Mr. Chan is the elder brother of Mr. Chan See Kit, Johnny, the chairman of the Group. Save as aforesaid, Mr. Chan does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Chan had an interest in 286,834,622 Shares within the meaning of Part XV of the SFO.

Mr. Chan has entered into a service contract with the Company in respect of his appointment as the managing director of the Group and an executive Director. The length of service of Mr. Chan with the Company is one year and there is no director 's fee for Mr. Chan. His directorship is subject to retirement and re-election in accordance with the Company's bye-laws. Under the current employment letter between a subsidiary of the Company and Mr. Chan, the amount of his salary is around HK$13,017,000 per annum, which was determined based on arm's length negotiation between the parties and with reference to his duties and responsibilities within the Group and the prevailing market conditions.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Cheung Hon Kit, aged 67, joined the Group as an independent non-executive Director in April 2004. Mr. Cheung graduated from the University of London with a bachelor of arts degree and has over 41 years of experience in real estate development, property investment and corporate finance holding key executive positions in various leading property development companies in Hong Kong. Mr. Cheung is the chairman and an executive director of ITC Properties Group Limited (00199.HK), which is a public company listed on the Stock Exchange. Save as disclosed above, Mr. Cheung did not hold any other directorship in listed public companies in the past three years.

Mr. Cheung does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Cheung did not have any interest in the Shares within the meaning of Part XV of the SFO.

- 10 -

APPENDIX II PARTICULARS OF DIRECTORS STANDING FOR RE-ELECTION

Mr. Cheung has entered into a service contract with the Company in respect of his appointment as an independent non-executive Director. The length of service of Mr. Cheung with the Company is one year and the annual director 's fee of Mr. Cheung, which was determined based on arm's length negotiation between Mr. Cheung and the Company, is HK$180,000. The said director 's fee was determined with reference to Mr. Cheung's duties and responsibilities with the Company and the prevailing market conditions. Mr. Cheung's directorship is subject to retirement and re-election in accordance with the Company's bye-laws.

Mr. Cheung would have served the Board for more than nine years if re-elected at the AGM. Despite this length of service, there is no evidence that the independence of Mr. Cheung, especially in terms of exercising independent judgment and objective challenges to the management, has been or will be in any way compromised or affected. Mr. Cheung has never held any executive or management position in the Group nor has he throughout such period been under the employment of any member of the Group. He has also provided an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Board (with Mr. Cheung abstaining from opining on the same) is fully satisfied that Mr. Cheung meets the independence guidelines set out in Rule 3.13 of the Listing Rules and continues to be independent. In fact, the Board considers such length of service as an advantage as Mr. Cheung is familiar with the management and business of the Group and therefore will be in a better position to understand the operation of the Group and make recommendations leveraging on his own skills and experience. The Board is confident that Mr. Cheung will continue to make valuable contribution to the Company by providing his balanced and objective views to the Board. Further, having reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, geographical background, length of service, and the professional experience, skills and expertise of each Director, the Board is of the view that Mr. Cheung should be re-elected for a further term at the AGM.

Mr. Chan Pak Cheong Afonso, aged 74, joined the Group as an independent non-executive Director in April 2008. He has over 40 years of experience in the financial and accounting industries. He is the sole owner of Chan Pak Cheong (Auditor) Accountant Office, an accounting and auditing firm; and has been a Certified Public Accountant for more than 40 years and acted as the vice director and the vice president of Macau Society of Accountants during the year from 1980 to 2008 and from 2008 to 2018 respectively. He acted as a Commissioner of the Finance Department of Macau - Commission of the Revision of Profit Tax for the years from 1984 to 1996, and also from 2011 to 2014 and also the year of 2018, as well as one of the Examination Commissioners of the Commission of Registry of the Auditors and the Accountants from 2006 to 2011. He holds a bachelor degree in accountancy. Save as disclosed above, Mr. Chan did not hold any other directorship in listed public companies in the past three years.

Mr. Chan does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Chan did not have any interest in the Shares within the meaning of Part XV of the SFO.

- 11 -

APPENDIX II PARTICULARS OF DIRECTORS STANDING FOR RE-ELECTION

Mr. Chan has entered into a service contract with the Company in respect of his appointment as an independent non-executive Director. The length of service of Mr. Chan with the Company is one year and the annual director 's fee of Mr. Chan, which was determined based on arm's length negotiation between Mr. Chan and the Company, is HK$180,000. The said director 's fee was determined with reference to Mr. Chan's duties and responsibilities with the Company and the prevailing market conditions. Mr. Chan's directorship is subject to retirement and re-election in accordance with the Company's bye-laws.

Mr. Chan would have served the Board for more than nine years if re-elected at the AGM. Despite this length of service, there is no evidence that the independence of Mr. Chan, especially in terms of exercising independent judgment and objective challenges to the management, has been or will be in any way compromised or affected. Mr. Chan has never held any executive or management position in the Group nor has he throughout such period been under the employment of any member of the Group. He has also provided an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Board (with Mr. Chan abstaining from opining on the same) is fully satisfied that Mr. Chan meets the independence guidelines set out in Rule 3.13 of the Listing Rules and continues to be independent. In fact, the Board considers such length of service as an advantage as Mr. Chan is familiar with the management and business of the Group and therefore will be in a better position to understand the operation of the Group and make recommendations leveraging on his own skills and experience. Besides, Mr. Chan has over 40 years of experience in the financial and accounting industries, particularly in Macau, where a substantial part of the Group's businesses is based. His expertise in this area would help to strengthen the internal control of the Group from the accounting perspective. The Board is confident that Mr. Chan will continue to make valuable contribution to the Company by providing his balanced and objective views to the Board. Further, having reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, geographical background, length of service, and the professional experience, skills and expertise of each Director, the Board is of the view that Mr. Chan should be re-elected for a further term at the AGM.

Save as disclosed above, the Company is not aware of any matter relating to the proposed re-election of the above Directors that needs to be brought to the attention of the Shareholders or any other information that needs to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

Future Bright Holdings Limited

佳景集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 703)

NOTICE IS HEREBY GIVEN that the annual general meeting of Future Bright Holdings Limited ("Company") will be held at Units 803-804, 8th Floor, Seaview Commercial Building, Nos. 21-24 Connaught Road West, Sheung Wan, Hong Kong on 24 May 2021 at 11:00 a.m. to transact the following ordinary business:

1. To consider and receive the audited financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2020.
2. To re-elect directors and authorise the board of directors to fix their remuneration.
3. To re-appoint auditors and authorise the board of directors to fix their remuneration.

By way of special business, to consider and, if thought fit, pass each of the following resolutions, with or without modification, as ordinary resolution:

ORDINARY RESOLUTIONS

4. "THAT:

1. subject to the following provisions of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company, and to make or grant offers, agreements or options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers 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 to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

* For identification purpose only

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of securities allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares pursuant to any existing specific authority, including upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities convertible into shares of the Company; (iii) any share option scheme or similar arrangement for the time being adopted by the Company; and (iv) an issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the number of issued shares of the Company as at the date of passing this resolution; and
2. for the purposes of this resolution:
   "Relevant Period" means the period from the date of passing this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company made to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (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, or in any territory outside, Hong Kong)."

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

1. "THAT:
2. 1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other 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 ("Recognised Stock Exchange"), subject to and in accordance with all applicable laws, rules and regulations and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or of any other Recognised Stock Exchange be and is hereby generally and unconditionally approved;
   2. the aggregate number of shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of issued shares of the Company as at the date of passing this resolution; and
   3. for the purposes of this resolution, "Relevant Period" means the period from the date of passing 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 the bye-laws of the Company or any applicable laws of Bermuda to be held; or
      3. the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
3. "THAT, subject to the passing of resolutions numbered 4 and 5 as set out in the notice convening this meeting ("Notice"), the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 4 set out in the Notice be and is hereby extended by the addition to it the number of shares repurchased by the Company pursuant to and since the granting to the Company of the general mandate to repurchase shares in accordance with resolution numbered 5 set out in the Notice."

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NOTICE OF ANNUAL GENERAL MEETING

In view of the ongoing pandemic of Covid-19, the Company strongly recommends the shareholders intending to attend this meeting to vote by filling in and submitting the proxy form, i.e. to indicate your voting intention in the proxy form and designate the chairman of this meeting as your proxy to vote on your behalf on site. The form of proxy is despatched to shareholders and can also be downloaded from the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.fb.com.hk. To be valid, the form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, on Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding this meeting or any adjourned meeting, as the case may be.

The Company will also take the following precautions and control measures at this meeting to protect the shareholders from the risk of infection:

1. compulsory body temperature check will be taken for every shareholder or proxy at the entrance of the venue and anyone with a body temperature of more than 37.3 degrees Celsius will not be given access to the venue;
2. every shareholder or proxy is required to wear facial surgical mask before entering into the venue and during their attendance of this meeting; and
3. no refreshment will be served.

By order of the board

Leung Hon Fai

Company Secretary

Hong Kong, 16 April 2021

Registered office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Head office and principal place of business in Hong Kong:

Room 803-4, 8th Floor

Seaview Commercial Building

21-24 Connaught Road West

Sheung Wan

Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.
2. A form of proxy for use at the meeting is enclosed. 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 of that power or authority, must be deposited at the Company's branch share registrars in Hong Kong, Tricor Tengis Limited, on 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 the meeting or any adjournment thereof.
3. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled to vote, but if more than one of such joint holders be present at the meeting in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjourned meeting if he so desires. If a member attends the meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.
4. To ascertain shareholders' eligibility to attend and vote at the meeting, the register of members of the Company will be closed from 18 May 2021 to 24 May 2021, both days inclusive, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrars in Hong Kong, Tricor Tengis Limited, on Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on 17 May 2021.

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