Hands Form : PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Hands Form Holdings Limited (the "Company"), you should at once hand this circular and the enclosed proxy form to the purchaser or transferee, or to the bank, stockbroker 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.

HANDS FORM HOLDINgS LIMITED ܩอᔮછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1920)

PROPOSED gENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL gENERAL MEETINg

A notice convening the annual general meeting of the Company ("AgM") to be held at The Westminster, 2/F, The Langham, Hong Kong, 8 Peking Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 21 June 2021 at 10:00 a.m. or any adjournment thereof is set out on pages 13 to 16 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM, 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 and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting, or any adjournment thereof, should you so wish and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL gENERAL MEETINg

In view of the ongoing coronavirus disease (COVID-19) pandemic, the Company will implement the following precautionary measures at the AGM to protect attending Shareholders, staff and stakeholders from the risk of infection including, without limitation:

• (1) Compulsory temperature checks

• (2 Submission of health declaration form

• (3) Wearing of surgical face mask

• (4) No provision of refreshments or drinks

Any person who does not comply with the precautionary measures, is with a body temperature above 37.2 degree Celsius, has any of the symptoms stated in the health declaration form or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person. Subject to the latest development of the COVID-19 outbreak and change in applicable laws and regulations, the Company may implement changes in these precautionary measures and may issue further announcement on such measures as appropriate.

31 March 2021

CONTENTS
Page
Definitions ....................................................................................................................	1
Letter from the Board ..................................................................................................	3
Appendix I - Explanatory Statement ...........................................................	7
Appendix II - Biographical Details of
Directors subject to Re-election ..........................................	10
Notice of Annual general Meeting ..............................................................................	13

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
The Westminster, 2/F, The Langham, Hong Kong, 8 Peking
Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 21
June 2021 at 10:00 a.m., or any adjournment thereof;
"AGM Notice"	the notice convening the AGM as set out on pages 13 to 16
of this circular;
"Articles" or	the articles of association of the Company as amended from
"Articles of Association"	time to time by resolution of the Shareholders;
"Audit Committee"	the audit committee of the Company;
"Board"	the board of Directors;
"close associate(s)"	has the meaning ascribed to it in the Listing Rules;
"Company"	Hands Form Holdings Limited, a company incorporated
in the Cayman Islands with limited liability and the
securities of which are listed on the main board of the Stock
Exchange;
"core connected person(s)"	has the meaning ascribed to it in the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries from time to time;
"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;
"Issue Mandate"	a general unconditional mandate proposed to be granted to
the Directors at the AGM to allot, issue and deal with Shares
of up to 20% of the total number of Shares in issue as at
the date of passing of the relevant resolution granting such
mandate and adding thereto any Shares representing the
aggregate number of Shares repurchased by the Company
pursuant to the authority granted under the Repurchase
Mandate;
DEFINITIONS
"Latest Practicable Date"	23 March 2021, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange, as amended from time to time;
"Nomination Committee"	the nomination committee of the Company;
"Remuneration Committee"	the remuneration committee of the Company;
"Repurchase Mandate"	a general unconditional mandate proposed to be granted
to the Directors at the AGM to repurchase such number
of issued and fully paid Shares of up to 10% of the total
number of Shares in issue as at the date of passing of the
relevant resolution granting such mandate;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong), as amended, supplemented and/or otherwise
modified from time to time;
"Share(s)"	ordinary share(s) of HK$0.01 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 Code on Takeovers and Mergers, as amended from time
to time; and
"%"	per cent.

HANDS FORM HOLDINgS LIMITED ܩอᔮછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1920)

Executive Directors:	Registered Office:
Mr. Cheung Kwok Fai Adam	Windward 3, Regatta Office Park
(Chairman and Chief Executive Officer)	PO Box 1350
Mr. Ng Sheung Chung	Grand Cayman KY1-1108
Mr. Ma Kan Sun	Cayman Islands
Non-executive Director:	Principal Place of Business in Hong Kong:
Mr. Chong Kan Kin	Room 9, 2/F
Hang Bong Commercial Centre
Independent non-executive Directors:	28 Shanghai Street
Mr. Pak Shek Kuen	Jordan, Kowloon
Mr. Lo Chi Hung	Hong Kong
Mr. Ho Kwok Lung
31 March 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED gENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL gENERAL MEETINg

INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice and information regarding the resolutions to be proposed at the AGM relating to (i) the granting to the Directors of the Issue Mandate; (ii) the granting to the Directors of the Repurchase Mandate; (iii) the extension of the Issue Mandate to Shares repurchased pursuant to the Repurchase Mandate; and (iv) the re-election of the retiring Directors.

gENERAL MANDATES

Pursuant to the resolutions of the then Shareholders passed on 19 June 2020, the Directors were granted by the then Shareholder (i) a general and unconditional mandate to allot, issue and deal in Shares not exceeding 20% of the total number of Shares in issue as at the date thereof; (ii) a general and unconditional mandate to repurchase Shares up to 10% of the total number of Shares in issue as at the date thereof; and (iii) to extend the general and unconditional mandate mentioned in (i) above by the addition of an amount representing the total number of Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to (ii) above.

The above general mandates will continue in force until (i) the conclusion of the AGM; or (ii) the date by which the AGM is required by the Articles or any applicable law(s); or (iii) the revocation or variation by ordinary resolution of the Shareholders in general meeting, whichever occurs first. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto. Please refer to resolutions number 4 to 6 set out in the notice of AGM on pages 13 to 16 of this circular for details of the proposed Issue Mandate and Repurchase Mandate.

As at the Latest Practicable Date, the number of issued Shares of the Company was 2,600,000,000 Shares, assume no further Shares are to be issued or repurchased prior to the AGM, the Issue Mandate will grant to the Directors an authority to issue up to 520,000,000 Shares.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.

RE-ELECTION OF DIRECTORS

The Board currently consists of seven Directors, namely Mr. Cheung Kwok Fai Adam, Mr. Ng Sheung Chung and Mr. Ma Kan Sun as executive Directors; Mr. Chong Kan Kin as non-executive Director; and Mr. Pak Shek Kuen, Mr. Lo Chi Hung and Mr. Ho Kwok Lung as independent non-executive Directors.

In accordance with Article 108 of the Articles, at each annual general meeting 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 to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.

Accordingly, Mr. Ng Sheung Chung, Mr. Ma Kan Sun and Mr. Lo Chi Hung will retire from office at the AGM and, being eligible, offer themselves for re-election. In reviewing the structure, size and composition of the Board and in proposing individuals for re-election as Directors at the AGM, the Nomination Committee and the Board had also taken into account their respective contributions to the Board and their commitment to their roles, meritocracy and various aspects set out in the Board diversity policy, including but not limited to gender, age, cultural, educational background, experience (professional or otherwise), skills and knowledge.

For the proposal of re-election of Mr. Lo Chi Hung, the Board and the Nomination Committee have reviewed and assessed his annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and formed the view that Mr. Lo remains independent.

The Nomination Committee, having reviewed the Board's composition, nominated Mr. Ng Sheung Chung, Mr. Ma Kan Sun and Mr. Lo Chi Hung to the Board for it to recommend to Shareholders for re-election at the AGM. Biographical details of the Directors who are standing for re-election at the AGM, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

ANNUAL gENERAL MEETINg

Set out on pages 13 to 16 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issue Mandate and the Repurchase Mandate and re-election of Directors.

A form of proxy for use at the AGM is enclosed herewith. If you are not able to attend and/or vote at the AGM in person, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. 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 wish.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 72 of the Articles, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.

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.

RECOMMENDATIONS

The Directors consider that the proposed resolutions set out in the notice of AGM, including (a) the granting to the Directors of the Issue Mandate; (b) the granting to the Directors of the Repurchase Mandate; (c) the extension of the Issue Mandate to Shares repurchased pursuant to the Repurchase Mandate; and (d) the re-election of Directors, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders to vote in favor of the resolutions to be proposed at the AGM.

gENERAL

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

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board Hands Form Holdings Limited

Cheung Kwok Fai Adam

Chairman

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1.

Repurchase of securities from core connected persons

The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.

2.

Share capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,600,000,000 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 260,000,000 fully paid Shares, representing 10% of the issued share capital of the Company as at the date of passing of the resolution.

3.

Reasons for the repurchase

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

4.

Funding of repurchases

Repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the applicable laws of the Cayman Islands, the memorandum of association of the Company and the Articles of Association and for such purpose.

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2020, being the date of its latest published audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

5.

Share prices

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

Highest	Lowest
HK$	HK$
2020
March	0.185	0.122
April	0.155	0.123
May	0.136	0.107
June	0.122	0.110
July	0.193	0.114
August	0.190	0.170
September	0.178	0.156
October	0.174	0.150
November	0.169	0.151
December	0.165	0.150
2021
January	0.167	0.130
February	0.385	0.126
March (up to the Latest Practicable Date)	0.218	0.130
6.	Directors and their close associates

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

7.

Directors' undertaking

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, the memorandum of association of the Company, the Articles of Association and the applicable laws and regulations of the Cayman Islands.

8.

Disclosure of interests and minimum public holdings

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an 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, to the best of the knowledge and belief of the Directors, Mr. Cheung Kwok Fai Adam ("Mr. Adam Cheung"), chairman, chief executive officer of the Company and an executive Director, was deemed under the SFO to be interested in 1,950,000,000 Shares, representing 75% of the entire issued share capital of the Company. The 1,950,000,000 Shares are owned by Wonderful Renown Limited ("Wonderful Renown"), which is beneficially owned by Mr. Adam Cheung as to 84% and Ms. Cheung Lai Chun ("Ms. LC Cheung") as to 16%. Mr. Adam Cheung, Ms. LC Cheung and Wonderful Renown are parties acting in concert (having the meaning as ascribed thereto in the Takeovers Code) pursuant to the deed of confirmation and undertaking dated 21 February 2019. As such, Mr. Adam Cheung, Ms. LC Cheung and Wonderful Renown together control 75% of the entire issued share capital of the Company.

In the event that the Repurchase Mandate is exercised in full, the interest of Wonderful Renown will increase to approximately 83.33%. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would reduce the number of Shares held by the public to less than 25%.

In respect of the public float, the Directors will not repurchase the Shares on the Stock Exchange if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Listing Rules.

9.

Shares 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.

The following set out the details of the Directors who retire and, being eligible, will offer themselves for re-election at the AGM.

Mr. Ng Sheung Chung ("Mr. Ng"), aged 46, is an executive Director. He was appointed as a Director on 30 January 2019 and was re-designated as an executive Director on 22 July 2019. Mr. Ng obtained a Higher Diploma in Computer Engineering (With Credit) from the Hong Kong Technical Colleges in June 1997. Mr. Ng has over 19 years of experience in the construction industry. Mr. Ng has been working at Pak Fai Engineering Limited ("Pak Fai"), an operating subsidiary of the Group, since June 2001. Since January 2010, he has also been working at Ma Yau Engineering Limited ("Ma Yau"), another operating subsidiary of the Group, as a manager. Since September 2011, he has been a director of both Pak Fai and Ma Yau. He is also a director of Autumn Well Limited, Creative Panda Limited and Vantage Charm Limited, all of which are the subsidiaries of the Group.

Mr. Ng is the nephew of Mr. Adam Cheung, an executive Director and one of the Controlling Shareholders, the cousin of Mr. Ma Kan Sun, an executive Director, and the nephew of Ms. LC Cheung, one of the controlling shareholders of the Company.

Mr. Ng has entered into a service contract with the Company in relation to his appointment as executive Director for an initial term of three years commencing from 16 August 2019 subject to termination by either party giving to the other not less than three months' prior written notice. Pursuant to the current terms of the service contract, he is entitled to an annual remuneration of HK$504,000 (pro rata if his appointment does not commence on the first day or end on the last day of a month, as the case may be or the appointment is early terminated under the service contract), and a discretionary bonus which will be determined with reference to his duties and responsibilities and the remuneration policy of the Company.

Save as disclosed above, Mr. Ng has not been a director of any other listed companies in the last three years and he does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined under the Listing Rules) of the Company. As at the Latest Practicable Date, he did not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Ma Kan Sun ("Mr. Ma"), aged 40, is an executive Director. He was appointed as a Director on 30 January 2019 and was redesignated as an executive Director on 22 July 2019. He is responsible for the overall project management, administrative matters and safety management of our Group. Mr. Ma received secondary education in Canada. He completed the Safety & Health Supervisor Training Course (Construction Industry) in August 2012. Mr. Ma has been a director of Pak Fai and Ma Yau since March 2017 and September 2011 respectively.

Mr. Ma was a manager of the following unincorporated business entity which was dissolved with details as follows:

Name of	Place of
business entity	establishment	Business nature	Details on dissolution
ʕʆ̹ɧඊᕄ	PRC	Retail	Dissolved by deregistration
อ˙Σ؂ༀֳ	in September 2010

Mr. Ma has confirmed that (1) the abovementioned business entity was solvent immediately prior to its dissolution; (2) there was no fraudulent act or misfeasance on his part leading to the dissolution of the abovementioned business entity; and (3) he was not aware of any actual or potential claim which had been or would be made against him as a result of the dissolution of the abovementioned business entity.

Mr. Ma is the nephew of Mr. Adam Cheung, an executive Director and one of the controlling shareholders of the Company, the cousin of Mr. Ng Sheung Chung, an executive Director, and the son of Ms. LC Cheung, one of the controlling shareholders of the Company.

Mr. Ma has entered into a service contract with the Company in relation to his appointment as executive Director for an initial term of three years commencing from 16 August 2019 subject to termination by either party giving to the other not less than three months' prior written notice. Pursuant to the current terms of the service contract, he is entitled to an annual remuneration of HK$360,000 (pro rata if his appointment does not commence on the first day or end on the last day of a month, as the case may be or the appointment is early terminated under the service contract), and a discretionary bonus which will be determined with reference to his duties and responsibilities and the remuneration policy of the Company.

Save as disclosed above, Mr. Ma has not been a director of any other listed companies in the last three years and he does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined under the Listing Rules) of the Company. As at the Latest Practicable Date, he did not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Lo Chi Hung ("Mr. Lo"), aged 55, was appointed as an independent non-executive Director on 21 July 2019. He is the chairman of the Remuneration Committee, and also a member of the Audit Committee and the Nomination Committee. He is primarily responsible for providing independent judgment to bear on issues of strategy, policy, performance, accountability, resource, key appoints and standard of conduct of the Group.

Mr. Lo obtained a Bachelor of Laws from Staffordshire University, United Kingdom in July 1996 and a Postgraduate Certificate in Laws from The University of Hong Kong in September 1999. He was admitted as a solicitor of the High Court of Hong Kong in February 2002 and is a member of the Law Society of Hong Kong.

Mr. Lo has over 18 years of experience in the legal profession. Since admission of solicitors in February 2002, Mr. Lo has worked at various Hong Kong solicitors' firms, including David Y.Y. Fung & Co., Solicitors where he was an assistant solicitor from February 2002 to May 2004, and Christopher Li & Co., Solicitors where he was an assistant solicitor from June 2005 to February 2008. Since March 2009, he has been a partner of Patrick Mak & Tse, a solicitors' firm. From March 2009, he has been working at Patrick Mak & Tse, a solicitors' firm, where he is currently a consultant. Mr. Lo previously served as the company secretary of Zhi Cheng Holdings Limited (formerly known as Xing Lin Medical Information Technology Company Limited, a company listed on the Stock Exchange with stock code 8130) from November 2010 to July 2015.

Mr. Lo signed a letter of appointment issued by the Company on 22 July 2019 for an initial term of one year commencing from 16 August 2019 and shall thereafter continue year to year unless otherwise terminated by not less than one month's notice in writing served by either party on the other or as may be agreed between Mr. Lo and the Company. He is subject to retirement by rotation and re-election at least once in every three years in accordance with the Articles. Pursuant to the current terms of the letter of appointment, Mr. Lo is entitled to a director's fee of HK$96,000 per annum.

Save as disclosed above, Mr. Lo has not been a director of any other listed companies in the last three years and he does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined under the Listing Rules) of the Company. As at the Latest Practicable Date, he did not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information which is discloseable or are/were the above Directors to be re-elected involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and the Board is not aware of any other matters which need to be brought to the attention of the Shareholders.

HANDS FORM HOLDINgS LIMITED ܩอᔮછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1920)

NOTICE OF ANNUAL gENERAL MEETINg

NOTICE IS HEREBY gIVEN THAT an annual general meeting of Hands Form Holdings Limited (the "Company") will be held at The Westminster, 2/F, The Langham, Hong Kong, 8 Peking Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 21 June 2021 at 10:00 a.m. (or any adjournment thereof) for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions:

1.

To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the "Directors") and the independent auditor of the Company and its subsidiaries for the year ended 31 December 2020.

2.	(a)	To re-elect Mr. Ng Sheung Chung as an executive Director.
(b)	To re-elect Mr. Ma Kan Sun as an executive Director.
(c)	To re-elect Mr. Lo Chi Hung as an independent non-executive Director.
(d)	To authorise the board of Directors (the "Board") to fix their remuneration.
3.
4.

To re-appoint HLB Hodgson Impey Cheng Limited as the independent auditor of the Company and to authorise the Board to fix its remuneration.

"THAT:

• (a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the "Shares"), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company; shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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

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

  • (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

  "Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares 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 applicable to the Company)."

5.

"THAT:

(a)subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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

• (c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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

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

  • (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting."

6.

"THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution."

Yours faithfully, By order of the Board

Hands Form Holdings Limited

Cheung Kwok Fai Adam

Chairman

Hong Kong, 31 March 2021
Registered office:	Principal place of business in Hong Kong:
Windward 3, Regatta Office Park	Room 9, 2/F
PO Box 1350	Hang Bong Commercial Centre
Grand Cayman KY1-1108	28 Shanghai Street
Cayman Islands	Jordan, Kowloon
Hong Kong
- 15 -

Notes:

• 1. For the purpose of determining the identity of the shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, 16 June 2021 to Monday, 21 June 2021, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for

• registration not later than 4:30 p.m. on Tuesday, 15 June 2021.

• 2. A member 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 proxies to attend and vote instead of him. A proxy need not be a member of the Company.

• 3. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

• 4. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting.

• 5. With respect to resolution no. 2 of this notice, Mr. Ng Sheung Chung, Mr. Ma Kan Sun and Mr. Lo Chi Hung shall retire from office of directorship and shall offer themselves for re-election in accordance with the Articles of Association of the Company. Details of their information which are required to be disclosed under the Rules Governing the Listing of Securities on the Stock Exchange are set out in the circular of the Company dated 31 March 2021.

As at the date of this notice, the board of Directors comprises Mr. Cheung Kwok Fai Adam, Mr. Ng Sheung Chung and Mr. Ma Kan Sun as executive Directors, Mr. Chong Kan Kin as non-executive Director and Mr. Pak Shek Kuen, Mr. Lo Chi Hung and Mr. Ho Kwok Lung as independent non-executive Directors.