Global International Credit : Major Transaction - Provision of Financial Assistance

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 or otherwise transferred all your shares in Global International Credit Group Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

GLOBAL INTERNATIONAL CREDIT GROUP LIMITED ᐑଢڦ൲ණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1669)

MAJOR TRANSACTION

PROVISION OF FINANCIAL ASSISTANCE

1 March 2021

CONTENTS
Page
Definitions ........................................................	1
Letter from the Board ................................................	3

Appendix I	-	9
Appendix II	-	General information	.............................	11
-i-

.................

Financial information of the Group

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

"Announcement"	the announcement of the Company dated 5 February
2021 in respect of the New Loan Agreement
"Blossom Spring"	Blossom Spring Global Limited, a company
incorporated in BVI on 30 January 2014 and is
beneficially owned by Ms. Jin Xiaoqin
"Board"	the board of Directors
"Borrower"	Mr. Wong Chee Yu, the borrower and mortgagor of the
New Loan, being an individual and an Independent
Third Party
"BVI"	the British Virgin Islands
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	Global International Credit Group Limited, a
company incorporated in the Cayman Islands with
limited liability, the shares of which are listed on the
Stock Exchange (Stock code: 1669)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Directors"	the directors of the Company
"GICL"	Global International Credit Limited, a limited liability
company incorporated in Hong Kong and an indirect
wholly-owned subsidiary of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong Dollars, the lawful currency of Hong
Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
People's Republic of China
"Independent Third Party"	person or company which is not a connected person of
the Company
"Latest Practicable Date"	23 February 2021, being the latest practicable date for
the purpose of ascertaining information contained in
this circular
-1-

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"Loan Transaction"

the granting of the New Loan under the New Loan Agreement

"Model Code"

Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules

"Mortgaged Properties"

the residential property and car parking space located in Mid-Levels Central mortgaged by the Borrower to GICL for securing its obligation under the New Loan Agreement

"New Loan"

the mortgage loan in the principal amount of HK$70,000,000 provided by GICL to the Borrower under the New Loan Agreement

"New Loan Agreement"

the loan agreement entered into between GICL and the Borrower on 5 February 2021

"Previous Loan"

the mortgage loan in the principal amount of HK$64,350,000 granted by GICL to the Borrower under the Previous Loan Agreement

"Previous Loan Agreement"

the loan agreement entered into between GICL and the Borrower on 8 May 2020, particulars of which are stated in the section headed "The New Loan Agreement" in the announcement of the Company dated 8 May 2020

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"

ordinary share(s) of nominal value of HK$0.01 each in the capital of the Company

"Shareholder(s)"

holder(s) of the Shares

"Stock Exchange"

"%"

The Stock Exchange of Hong Kong Limited per cent

GLOBAL INTERNATIONAL CREDIT GROUP LIMITED ᐑଢڦ൲ණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1669)

Executive Directors:	Registered Office:
Ms. WANG Yao (Chairman)	P.O. Box 309
Ms. JIN Xiaoqin	Ugland House
Ms. YIP Lee Ying	Grand Cayman
KY1-1104
Independent Non-executive Directors:	Cayman Islands
Dr. NG Lai Man, Carmen
Mr. MAN Yiu Kwong, Nick	Principal Place of Business
Mr. TANG, Warren Louis	in Hong Kong:
Unit 01, 23th Floor,
World-Wide House
19 Des Voeux Road Central
Hong Kong
1 March 2021
To the Shareholders,
Dear Sir or Madam,

MAJOR TRANSACTION

PROVISION OF FINANCIAL ASSISTANCE

INTRODUCTION

Reference is made to the Announcement. On 5 February 2021, GICL, as lender, entered into the New Loan Agreement with the Borrower, as borrower, pursuant to which GICL agreed to grant a secured loan in the amount of HK$70,000,000 for a term of 24 months.

Prior to the entering into of the New Loan Agreement, GICL, as lender, has entered into the Previous Loan Agreement for the grant of an existing secured loan in a principal amount of HK$64,350,000 to the Borrower. Part of the proceeds from the New Loan will be used to fully settle the outstanding principal under the Previous Loan Agreement.

The purpose of this circular is to provide you with, among other things, details of the Loan Transaction and the financial information of the Group.

THE NEW LOAN AGREEMENT

The principal terms of the New Loan Agreement are set out below:

Date:	5 February 2021
Lender:	GICL
Borrower/Mortgagor:	Mr. Wong Chee Yu
Principal:	HK$70,000,000
Interest rate:	9% per annum
Term:	24 months commencing from the drawdown date of
the New Loan
Security:	A first legal charge/mortgage in respect of a
residential property and a car parking space located
in Mid-Levels Central, the valuation of which, as
conducted by an independent property valuer on 4
January 2021, was HK$122,000,000 in aggregate
Repayment:	The Borrower shall repay interest on the principal in
24 monthly installments and the principal amount at
loan maturity
Interest:	Interest is calculated on a daily basis with the
maximum amount of HK$12,600,000 throughout the
term
Early repayment:	The Borrower may at any time before the loan
maturity of the Loan repay the principal by giving
GICL not less than one month's prior written notice
Events of default:	The entire outstanding balance of the New Loan and
the accrued interest thereon and all other sums
payable under the New Loan Agreement shall become
immediately due and payable upon the happening of
any one of the following events:

• (i) the Borrower defaults in any payment on its due date;

• (ii) if any information or material given by the Borrower to GICL in the loan application process is false or incomplete. In that regard, if there shall be any subsequent change of the information so provided, the Borrower shall notify GICL in writing immediately;

• (iii) if the Borrower becomes insolvent or admits its inability to pay its debts as they fall due;

• (iv) if the Borrower has any execution or distress issued or levied against its property; or

• (v) if any legal proceedings and/or enforcement proceedings in pursuance of any judgment, decree or order has been instituted or commenced by any third parties against the Borrower in Hong Kong or elsewhere.

Part of the proceeds from the New Loan Agreement will be used to fully settle the outstanding principal of HK$64,350,000 granted by GICL to the Borrower under the Previous Loan Agreement. Details of the Previous Loan Agreement has been previously disclosed in the section headed "The New Loan Agreement" in the announcement of the Company dated 8 May 2020.

INFORMATION ON THE CREDIT RISK RELATING TO THE NEW LOAN

The New Loan is collateralised against a residential property and a car parking space provided by the Borrower with an aggregate loan-to-value ratio of approximately 57.4% based on the value of the Mortgaged Properties as determined by an independent property valuer.

The advance in respect of the New Loan was made based on (i) the Group's credit assessments on the financial strength and repayment ability of the Borrower; and (ii) the collaterals provided by the Borrower, which are at a prime site in Hong Kong. In assessing the financial strength and repayment ability of the Borrower, the Group has (i) considered the value of the Mortgaged Properties and the loan-to-value ratio is considered as an acceptable level; (ii) considered the historical business relationship with the Borrower where the Borrower has first been a customer of the Group in 2012 with a good repayment record all along; (iii) reviewed the external credit report and rating of the Borrower with satisfactory result; and (iv) conducted a litigation and bankruptcy search on the Borrower with no irregularities noted. After taking into account the factors as disclosed above in assessing the risks of the relevant advance, and in particular the value of the Mortgaged Properties and the loan-to-value ratio, the Group considers that the credit risks involved in the advance to the Borrower are acceptable to the Group.

The interest rate of the Loan, i.e., 9% per annum, was agreed by GICL based on arm's length negotiation with the Borrower, after considering (i) the credit risk involved; (ii) the funding cost of the Group; (iii) the available cash of the Group; and (iv) the market rates of the interest rate for similar loans granted by the Group to its existing customers, which have a comparable interest rate with that of the New Loan.

FUNDING OF THE NEW LOAN

Part of the proceeds from the New Loan in the amount of HK$64,350,000 will be used to fully settle the outstanding principal under the Previous Loan Agreement and the Group will finance the remaining balance of the New Loan of HK$5,650,000 under the New Loan Agreement with the Group's general working capital.

INFORMATION ON THE BORROWER

The Borrower is an individual and an Independent Third Party. He is a repeated customer of the Group with outstanding loans with GICL, prior to the grant of the New Loan, of HK$64,350,000 under the Previous Loan Agreement and there is no record of default as at the Latest Practicable Date. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, the Borrower is a third party independent of the Company and its connected persons.

INFORMATION ON THE MORTGAGED PROPERTIES

The Mortgaged Properties are located in Mid-Levels Central with easy access to public transport. The building age of the Mortgaged Properties are around 32 years and the saleable area of the residential property is approximately 2,900 square foot. The Mortgaged Properties are currently self-occupied.

The Mortgaged Properties were valued at HK$122,000,000 in aggregate as at 4 January 2021 by Prudential Surveyors (Hong Kong) Limited, an independent property valuer. The independent property valuer valued the Mortgaged Properties on market basis by direct comparison approach assuming sale of the Mortgaged Properties in its existing state with immediate vacant possession and by making reference to the comparable market transactions as available in the market. Comparable properties with similar character, facing aspect, size, view and floor level, location, building facilities and other relevant factors are analysed and carefully weighed against all respective advantages and disadvantages of the properties in order to arrive at a fair comparison of value. The valuation has been made on the assumption that the Mortgaged Properties are to be sold in the open market without the benefit of deferred terms contracts, leasebacks, joint ventures, management agreements or any similar arrangements that would serve to affect its value. No account has been taken of any opinion or right of pre-emption concerning or affecting the sale of the Mortgaged Properties and no forced sale situation in any manner is assumed in the valuation.

INFORMATION ON THE GROUP AND GICL

The Group is principally engaged in money lending business of providing property mortgage loans and personal loans in Hong Kong under the Money Lenders Ordinance. GICL, as the lender of the New Loan, is an indirect wholly-owned subsidiary of the Company.

REASONS FOR AND BENEFITS OF THE LOAN TRANSACTION

Taking into account the principal business activities of the Group, the grant of the New Loan to the Borrower is in the ordinary and usual course of business of the Group.

The terms of the New Loan Agreement were negotiated on an arm's length basis between GICL and the Borrower. The Directors consider that the grant of the New Loan is financial assistance provided by the Group within the meaning of the Listing Rules. The Directors are of the view that the terms of the New Loan Agreement were entered into on normal commercial terms based on the Group's credit policy. Taking into account the satisfactory financial background of the Borrower and that a stable revenue and cashflow stream from the interest income is expected, the Directors consider that the terms of the New Loan Agreement are fair and reasonable and the entering into of the New Loan Agreement are in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios in respect of the New Loan exceeds 25% but all are less than 100% under Rule 14.07 of the Listing Rules, the Loan Transaction constitutes a major transaction for the Company and is subject to the reporting, announcement and Shareholder 's approval requirements under Chapter 14 of the Listing Rules.

WRITTEN SHAREHOLDER'S APPROVAL

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder or any of its close associates has a material interest in the Loan Transaction and accordingly no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the resolution(s) in respect of the New Loan Agreement and the Loan Transaction. Blossom Spring, being the controlling Shareholder holding 300,000,000 Shares as at the date of the New Loan Agreement and the Latest Practicable Date (representing 75% of the issued share capital of the Company), has given its written approval for the New Loan Agreement and the Loan Transaction and such written approval is accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules.

The Directors consider that the terms of the New Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors would recommend the Shareholders to vote in favour of the resolution if the Company was to convene a general meeting for the approval of the Loan Transaction.

FINANCIAL EFFECTS OF THE LOAN TRANSACTION

Part of the proceeds from the New Loan in the amount of HK$64,350,000 will be used to settle the outstanding principal under the Previous Loan Agreement and the Group will finance the remaining balance of the New Loan of HK$5,650,000 under the New Loan Agreement with the Group's general working capital. As a result of the entering into of the New Loan Agreement, it is expected that the Group's loans receivable will be increased by HK$5,650,000 and the cash and cash equivalents will be decreased by HK$5,650,000. The advance of the New Loan is not expected to have any material impact on the net asset value of the Group. The interest income derived from the New Loan will be recorded as revenue of the Group.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

On behalf of the Board

Global International Credit Group Limited

WANG Yao

Chairman and Chief Executive

1. FINANCIAL INFORMATION

The audited consolidated financial statements of the Group for the years ended 31

December 2017, 2018 and 2019 were disclosed in the annual reports of the Company for the years ended 31 December 2017 (pages 62 to 147), 2018 (pages 63 to 159), and 2019 (pages 64 to 155). The unaudited condensed consolidated interim financial information of the Group for the six months ended 30 June 2020 is set out from pages 4 to 34 in the interim report of the Company for the six months ended 30 June 2020. The aforementioned financial information of the Group has been published on both the website of the Stock Exchange (www3.hkexnews.hk) and the website of the Company (www.gicl.com.hk).

Please refer to the hyperlinks as stated below:

• 2017 Annual Report:http://www1.hkexnews.hk/listedco/listconews/SEHK/2018/0425/LTN20180425775.pdf

• 2018 Annual Report:http://www1.hkexnews.hk/listedco/listconews/SEHK/2019/0415/LTN20190415698.pdf

• 2019 Annual Report:https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0428/2020042801740.pdf

• 2020 Interim Report:https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0924/2020092400293.pdf

2. INDEBTEDNESS

At the close of business on 31 January 2021, being the latest practicable date for the purpose of preparing this statement of indebtedness prior to the printing of this circular, apart from intra-group liabilities and normal trade payables, the Group did not have any debt securities issued and outstanding, and authorised or otherwise created but unissued, term loans, bank overdrafts, liabilities under acceptances (other than normal trade bills) or acceptance credits, loans and other similar indebtedness, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.

To the best knowledge of the Directors, having made all reasonable enquiries, there had been no material change in indebtedness or contingent liabilities of the Group since 31 January 2021 and up to Latest Practicable Date.

3. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the present financial resources and the borrowings (where applicable), the Group has sufficient working capital for at least twelve months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in money lending business of providing property mortgage loans and personal loans in Hong Kong under the Money Lenders Ordinance. Property mortgage loans represent the major loan product of the Group.

As disclosed in the interim report of the Company for the six months ended 30 June 2020 ("1H2020"), interest income from property mortgage loans accounted for the majority of the total revenue of the Group in 1H2020. The outbreak of COVID-19 caused a considerable hit to global and local economy, which result in low demand in mortgage loan financing amid the subdued economic conditions. As a result, interest income of the Group decreased by approximately 10.1% for 1H2020 as compared to the corresponding period in 2019.

As the COVID-19 epidemic remains severe and the implementation of various lockdown restrictions continued to limit economic activities, it is expected that demand on mortgage loan financing will remain low in the near term given risk appetites for various investment and business expansion shall remain conservative during the market downturn.

Although gross domestic product of Hong Kong declined by 6.1% in 2020, residential property prices in Hong Kong remained relatively resilient in 2020. As the Group's mortgage loans were primarily secured by residential properties, the overall loan-to-value ratio of the Group's loan portfolio remained at a stable level.

However, with the uncertainty in the development of the COVID-19 epidemic and an increase in unemployment rate in Hong Kong, there is an increase risk in loan defaults and correction on property prices. In view of the uncertainties and challenges, the Group strives to reinforce its risk management and will develop its loan portfolio adopting a judicious credit and pricing strategy.

As at the Latest Practicable Date, the Group does not have any detailed plans for material investments, capital assets or launching new products in a large scale.

5. MATERIAL ADVERSE CHANGE

The Directors confirm that there have been no material adverse changes in the financial or trading position or outlook of the Group since 31 December 2019, the date to which the latest audited consolidated financial statements of the Group were made up, up to and including the Latest Practicable Date.

1. 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 Group. 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.

2. DISCLOSURE OF INTERESTS (a) Interest of the Directors

As at the Latest Practicable Date, interests of the Directors and the chief executive of the Company and their respective associates in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were deemed or taken to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required pursuant to the Model Code to be notified to the Company and the Stock Exchange were as follows:

Long position in the Shares

Approximate percentage of shareholding in

Name of DirectorCapacityNumber of Shares held

the Shares in issue (Note 1)

Ms. Jin XiaoqinInterest in a controlled corporation (Note 2)

300,000,000

75%

Notes:

• 1. The approximate percentage shown was the number of Shares the relevant Director was interested in expressed as a percentage of the total number of issued Shares as at the Latest Practicable Date.

• 2. Blossom Spring is the registered and beneficial owner of these shares. The entire issued share capital of Blossom Spring is held by Ms. Jin Xiaoqin. Therefore Ms. Jin Xiaoqin is deemed to be interested in all the shares held by Blossom Spring for the purpose of the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would be required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they would be taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required pursuant to the Model Code to be notified to the Company and the Stock Exchange.

As at the Latest Practicable Date, none of the Directors or proposed directors of the Company (if any) was a director or employee of a company which had, save for Ms. Wang Yao who is a director of Blossom Spring, being a company which is interested in 75% of the issued share capital of the Company, an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(b) Interest of the substantial Shareholders

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of SFO, and so far as is known to the Directors or chief executive of the Company, the following persons (other than a Director or a chief executive of the Company) had, or was deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the issued voting shares capital of any other member of the Group:

Long positions in shares and underlying shares of the Company

Approximate percentage of shareholding

Name of ShareholderCapacityNature of interestNumber of Shares held

in the Shares in issue (Note 1)

Blossom SpringBeneficial ownerLong position

300,000,000 75%

(Note 2)

Mr. Wong Tai WaiInterest of spouseLong position

300,000,000 75%

(Note 3)

Notes:

1.

The approximate percentage shown was the number of Shares the relevant company/person was interested in expressed as a percentage of the total number of issued Shares as at the Latest Practicable Date.

• 2. The entire share capital of Blossom Spring is held by Ms. Jin Xiaoqin. By virtue of the SFO, Ms. Jin Xiaoqin is deemed to be interested in all the shares held by Blossom Spring. Ms. Wang Yao is a director of Blossom Spring.

• 3. Mr. Wong Tai Wai is the spouse of Ms. Jin Xiaoqin. By virtue of the SFO, Mr. Wong Tai Wai is deemed to be interested in the same number of shares in which Ms. Jin Xiaoqin is deemed to be interested.

Save as disclosed above, so far as is known to the Directors, as at the Latest Practicable Date, no person (other than a Director and chief executive of the Company) had or was deemed or taken to have an interest or a short position in the Shares or the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company, or any other member of the Group.

3. OTHER DIRECTOR'S INTERESTS (a) Service contracts

Each of the executive Directors has entered into a service agreement with the Company regarding her appointment as executive Director for a term of three years and shall continue thereafter unless terminated by not less than six months written notice or otherwise in accordance with the service agreement.

None of the executive Directors has or is proposed to have a service contract that is not determinable by the Company within one year without the payment of compensation (other than statutory compensation).

According to the terms of the service agreements entered into between the Company and the executive Directors, each of the executive Directors will receive a monthly salary which is subject to annual review by the Board and the remuneration committee of the Company. Each of the executive Directors is also entitled to a discretionary performance bonus as may be determined by the Board upon the recommendation of the remuneration committee of the Company.

The independent non-executive Directors may be entitled to a discretionary performance bonus under the letters of appointment as may be determined by the Board upon the recommendation of the remuneration committee of the Company.

(b) Interests in competing business

As at the Latest Practicable Date, none of the Directors nor their respective close associates had any interest in any business which compete or is likely to compete, either directly or indirectly, with the businesses of the Group.

(c) Interests in assets

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been acquired or disposed of by, or leased, or which were proposed to be acquired or disposed of by, or leased to any member of the Group since 31 December 2019 (the date to which the latest published audited consolidated financial statements of the Company was made up).

(d) Interests in contract or arrangement

As at the Latest Practicable Date, none of the Directors have any material interest in any contracts or arrangements subsisting at the date of this circular which is significant in relation to the business of the Group.

4. MATERIAL CONTRACTS

No material contracts, not being contracts entered into in the ordinary course of business of the Group, have been entered into by any member of the Group within two years immediately preceding the date of this circular.

5. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation, arbitration or claim of material importance and there was no litigation, arbitration or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

6. GENERAL

• (i) The registered office of the Company is situated at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

• (ii) The principal place of business in Hong Kong of the Company is located at Unit 01, 23/F, World-Wide House, 19 Des Voeux Road, Central, Hong Kong.

• (iii) In the event of inconsistency, the English texts of this circular shall prevail over the Chinese texts.

• (iv) The branch share registrar and transfer office of the Company in Hong Kong is Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong.

• (v) The principal share registrar and transfer office in Cayman Islands is Maples Fund Services (Cayman) Limited at P.O. Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

• (vi) The company secretary of the Company is Ms. Yip Lee Ying, who is the chief financial officer of the Company and a member of The Hong Kong Institute of Certified Public Accountants.

7. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during 10:00 a.m. to 5:00 p.m. Monday to Friday (except public holidays) at the principal place of business of the Company at Unit 01, 23/F, World-Wide House, 19 Des Voeux Road, Central, Hong Kong for a period of 14 days from the date of this circular:

• (i) the memorandum and articles of association of the Company;

• (ii) the annual reports of the Company for the years ended 31 December 2018 and 2019;

• (iii) the service contracts referred to in the paragraph headed "3. Other Director 's Interests - (a) Service contracts" in this appendix; and

• (iv) all circulars of the Company issued pursuant to the requirements set out in Chapters 14 and/or 14A of the Listing Rules which have been issued since the date of the latest published audited accounts (if any).