JiaChen : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in JiaChen Holding Group Limited, you should at once hand this circular and 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.

JiaChen Holding Group Limited

佳 辰控 股 集 團 有 限公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1937)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page and of this circular shall have the same respective meanings as those defined in the section headed "DEFINITIONS" of this circular.

A notice convening the AGM to be held at Unit 1203B, 12/F., World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Thursday, 3 June 2021 at 11:00 a.m. is set out on pages 20 to 24 of this circular. A form of proxy for use in connection with the AGM is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jiachencn.com.cn). If you are not able or do not intend to attend the AGM and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish. If you attend and vote at the AGM, the instrument appointing your proxy will be deemed to have been revoked.

PRECAUTIONARY MEASURES FOR THE AGM

Practical measures will be taken to try to minimise the risks of infection of COVID-19 at the AGM, including:

• compulsory body temperature checks for all attendees;
• prohibition from attendance at the AGM if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the AGM;
• compulsory wearing of surgical face masks throughout the AGM;
• maintaining proper distance between seats; and
• no refreshments and gifts will be provided at the AGM.

Any person who does not comply with the precautionary measures may be denied entry into the venue of the AGM. The Company reminds Shareholders that they may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

29 April 2021

		CONTENTS
			Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . .	1
DEFINITIONS .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Introduction	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . .	7
Extension of Issue Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
General . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX I	-	BIOGRAPHICAL DETAILS OF RETIRING
		DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . .	12
APPENDIX II	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . .	15
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Government of HKSAR (the "Government") at https://www.chp.gov.hk/en/features/102742.html), the Company will implement necessary preventive measures at the AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

1. Compulsory body temperature checks for all attendees at the entrance of the AGM venue. Any person with a body temperature of 37.3 degrees Celsius or above will not be allowed to attend the AGM.
2. Prohibition from attendance at the AGM if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the AGM.
3. All attendees will be required to wear surgical face masks before they are permitted to attend, and during their attendance of, the AGM.
4. Appropriate proper distance between seats in line with the guidance from the Government will be maintained. Attendees are advised to maintain appropriate social distance with each other at all times when attending the AGM.
5. Any person who has travelled outside Hong Kong within 14 days immediately before the AGM ("recent travel history"), is subject to quarantine or self-quarantine in relation to COVID-19, or has close contact with any person under quarantine or with recent travel history shall not attend the AGM.
6. No refreshments and gifts will be provided at the AGM.

To the extent permitted under the laws, regulations and the Listing Rules, the Company reserves the right to deny entry into the AGM venue or require any person, who does not comply with the precautionary measures, to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In light of the continuing risks posed by COVID-19, the Company strongly advises Shareholders to appoint the Chairman of the AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.

The proxy form is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the Company's website at http://www.jiachencn.com.cn. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

If Shareholders choosing not to attend the AGM in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to send their questions to the Company's principal place of business in Hong Kong, at 22/F, 3 Lockhart Road, Wanchai, Hong Kong no later than two days prior to the date of the AGM.

Shareholders are advised to read these precautionary measures carefully and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes to the arrangement of the AGM and precautionary measures and may issue further announcement on such measures as appropriate.

Health education materials and up-to-date development on COVID-19 can be found on the website of Centre for Health Protection (www.chp.gov.hk) and the website of the Government on COVID-19 (www.coronavirus.gov.hk).

If Shareholders have any questions relating to the AGM, please contact the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
	Unit 1203B, 12/F., World-Wide House, 19 Des Voeux
	Road Central, Central, Hong Kong on Thursday, 3 June
	2021 at 11:00 a.m. to consider and, if appropriate, to
	approve the resolutions contained in the notice of the
	meeting, which is set out on pages 20 to 24 of this
	circular, or its adjournment
"Articles of Association" or	the articles of association of the Company as amended,
"Articles"	supplemented or otherwise modified from time to time
"Board"	the board of Directors
"Chairman"	the chairman of the Board
"Chief Executive Officer"	the chief executive officer of the Company
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Companies Law"	the Companies Law, Cap 22 (as consolidated and revised)
	of the Cayman Islands, as amended, consolidated or
	otherwise modified from time to time
"Company"	JiaChen Holding Group Limited (佳辰控股集團有限公司),
	an exempted company incorporated in the Cayman Islands
	with limited liability, whose issued Shares are listed and
	traded on the Main Board of the Stock Exchange (stock
	code: 1937)
"controlling shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"core connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	the director(s) of the Company

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	DEFINITIONS
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" or "HKSAR"	the Hong Kong Special Administrative Region of the PRC
"INED(s)"	the independent non-executive Director(s)
"Issue Mandate"	the general and unconditional mandate proposed to be
	granted at the AGM to the Directors to allot, issue and
	deal with additional Shares not exceeding 20% of the
	aggregate number of the issued Shares as at the date of
	passing the resolution granting such mandate
"Latest Practicable Date"	23 April 2021, being the latest practicable date for
	ascertaining certain information contained herein prior to
	the printing of this circular
"Listing Date"	17 January 2020, the date on which the issued Shares
	were initially listed on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, supplemented or otherwise
	modified from time to time
"Nomination Committee"	the nomination committee of the Board
"PRC"	the People's Republic of China and for the purpose of this
	circular, do not include the Hong Kong Special
	Administrative Region of the PRC, the Macao Special
	Administrative Region of the PRC and Taiwan
"Repurchase Mandate"	the general and unconditional mandate proposed to be
	granted at the AGM to the Directors to repurchase Shares
	during the relevant period not exceeding 10% of the
	aggregate number of the issued Shares as at the date of
	passing the resolution granting such mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	the ordinary share(s) of par value of HK$0.01 each in the
	share capital of the Company

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	DEFINITIONS
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed thereto under the Listing Rules
"substantial shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs
	of Hong Kong as amended, supplemented or otherwise
	modified from time to time
"%"	per cent

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LETTER FROM THE BOARD

JiaChen Holding Group Limited

佳 辰控 股 集 團 有 限公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1937)

Executive Directors:	Registered Office:
Mr. SHEN Min (Chairman)	Windward 3, Regatta Office Park
Mr. SHEN Minghui	PO Box 1350
Mr. CHEN Shiping (Chief Executive Officer)	Grand Cayman KY1-1108
Ms. LIU Hui	Cayman Islands
Independent Non-executive Directors:	Principal Place of Business and Head Office
Mr. MA Ving Lung	in the PRC:
Ms. SHI Dongying	No. 18 Changhong East Road
Mr. YU Chun Kau	Henglin Town, Wujin District
	Changzhou City, Jiangsu Province
	China
	Principal Place of Business in Hong Kong:
	22/F, 3 Lockhart Road
	Wanchai
	Hong Kong
	29 April 2021
To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the proposed re-election of the retiring Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the AGM and provide you with the information regarding the above resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The Company's existing mandates to issue and repurchase Shares were approved at the last annual general meeting of the Company held on 19 June 2020. The existing mandates to issue and repurchase Shares will lapse at the conclusion of the AGM unless otherwise renewed. Ordinary resolutions will be proposed at the AGM to grant to the Directors new general unconditional mandates:

1. to allot, issue and deal with the Shares of up to 20% of the aggregate nominal value of the issued share capital of the Company as at the date of the AGM. Based on the issued share capital of the Company of 1,000,000,000 Shares as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Directors will be authorised to allot, issue and deal with up to a total of 200,000,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the AGM; and
2. to repurchase Shares with an aggregate nominal value of not more than 10% of the aggregate nominal value of the issued share capital of the Company as at the date of the AGM. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on the issued share capital of the Company of 1,000,000,000 Shares as at the Latest Practicable Date, and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Company would be allowed to repurchase a maximum of 100,000,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).

The Issue Mandate and the Repurchase Mandate will remain in effect until (i) at 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 to be held under any applicable laws or the Articles of Association; or (iii) it is varied or revoked by an ordinary resolution of the Shareholders at a general meeting, whichever is the earliest.

The Directors wish to state that they have no immediate plans to exercise the Issue Mandate or the Repurchase Mandate (if so granted to the Directors at the AGM).

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LETTER FROM THE BOARD

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular.

Details of the Issue Mandate and the Repurchase Mandate are set out in the notice of AGM on pages 20 to 24 of this circular.

EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

In addition, if the Issue Mandate and the Repurchase Mandate are granted, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by the addition to the number of the Shares which may be issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the Directors pursuant to the Issue Mandate of an amount representing the number of the issued Shares repurchased by the Company pursuant to the Repurchase Mandate.

Details of the extension of the Issue Mandate are set out in the notice of AGM on pages 20 to 24 of this circular.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, there were four executive Directors, namely Mr. Shen Min, Mr. Shen Minghui, Mr. Chen Shiping and Ms. Liu Hui; and three INEDs, namely Mr. Ma Ving Lung, Ms. Shi Dongying and Mr. Yu Chun Kau.

Article 112 of the Articles of Association provides that any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his/her appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Ms. Liu Hui, who was appointed as an executive Director on 2 July 2020, will retire at the AGM and, being eligible, will offer herself for re-election at the AGM.

In addition, pursuant to Article 108 (a) of the Articles of Association, 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. Shen Minghui and Ms. Shi Dongying shall retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.

- 8 -

LETTER FROM THE BOARD

The Nomination Committee has assessed and reviewed each of the INEDs' annual written confirmation of independence based on the independence guidelines as set out in Rule 3.13 of the Listing Rules and confirmed that all of them, namely Mr. Ma Ving Lung, Ms. Shi Dongying and Mr. Yu Chun Kau remain independent. In addition, the Nomination Committee has also reviewed the structure, size and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills, knowledge and experience, time commitment and contribution of the Directors with reference to the nomination principles and criteria set out in the board diversity policy of the Company.

The Nomination Committee has recommended to the Board on re-election of all the retiring Directors. The Company considers that the retiring INEDs are independent, and that all the retiring Directors will continue to bring valuable perspectives, skill and experience to the Board for its efficient and effective functioning and diversity. In this regard, the Board is satisfied that Mr. Shen Minghui, Ms. Liu Hui and Ms. Shi Dongying (collectively, the "Retiring Directors") are persons of integrity and stature and believes that their re-election will benefit the Board as well as the Company.

The biographical details of each of the Retiring Directors proposed for re-election at the AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

ANNUAL GENERAL MEETING

The Company will convene the AGM at Unit 1203B, 12/F., World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Thursday, 3 June 2021 at 11:00 a.m., at which the resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the re-election of the Retiring Directors. The notice convening the AGM is set out on pages 20 to 24 of this circular.

A form of proxy for use in connection with the AGM is enclosed with this circular and can also be downloaded from the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.jiachencn.com.cn/).

Whether or not you intend to attend the AGM and wish to exercise your right as a Shareholder, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 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 or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof in person if you so wish. If the Shareholder attends and votes at the AGM, the instrument appointing of the proxy will be deemed to have been revoked.

- 9 -

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the AGM and contained in the notice of the AGM will be voted by way of a poll by the Shareholders. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Friday, 28 May 2021.

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.

RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate and the Repurchase Mandate,

1. the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate and (iii) the re-election of the Retiring Directors as set out in the notice of AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

- 10 -

LETTER FROM THE BOARD

GENERAL

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

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

Yours faithfully,

For and on behalf of the Board

JiaChen Holding Group Limited

SHEN Min

Chairman and Executive Director

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the Retiring Directors who will retire as required by the Articles of Association and the Listing Rules and are proposed to be re-elected at the AGM.

1. MR. SHEN MINGHUI

Mr. Shen Minghui (沈明暉) ("Mr. Shen MH"), aged 36, is an executive Director. Mr. Shen MH joined our Group since May 2003. He was appointed as a Director on 7 July 2017 and was redesignated as an executive Director on 19 June 2019. He is responsible for overseeing the general matters of the Group. He has been the deputy general manager of 佳辰地板常州有限公

司 (JiaChen Floor Changzhou Co., Ltd.*) ("JiaChen Floor") since September 2009. He is the supervisor of 常州市金台商務信息諮詢有限公司 (Changzhou Jintai Business Information Consulting Co., Ltd.*) and 常州市金港商務信息諮詢有限公司 (Changzhou Jingang Business Information Consulting Co., Ltd.*), indirect wholly-owned subsidiaries of the Group and a director of a number of subsidiaries of the Group. Mr. Shen MH was a deputy general manager of Jiachen Machinery Plant from May 2003 to August 2009 and was responsible for supervising the manufacturing and production of the products. Mr. Shen MH attended 西南大學 (Xinan University*) to study marketing from March 2013 to July 2015 and obtained a graduation diploma in July 2015.

Mr. Shen MH is the spouse of Ms. Liu Hui, an executive Director; the son of Mr. Shen Min, Chairman, an executive Director and a controlling Shareholder, and Ms. Zhang Yaying, a substantial Shareholder and senior management of the Group; and the cousin of Ms. Zhang Lingyan, senior management of the Group.

Mr. Shen MH has entered into a service contract with the Company for an initial fixed term of three years commencing on the Listing Date, which may only be terminated in accordance with the provisions thereof or by the Company giving to him not less than three months' prior notice in writing or by him giving to the Company not less than one month's prior notice in writing. Pursuant to the service contract, Mr. Shen MH is entitled to a director's fee in the amount of RMB300,000 per annum. His emolument was determined by the Board by reference to his qualifications and experience as well as duties and responsibilities within the Company. Mr. Shen MH is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association.

As at the Latest Practicable Date, Mr. Shen MH has corporate interest in 131,475,000 Shares through his directly wholly-owned corporation, Yilong Investment Limited, representing approximately 13.15% of the issued share capital of the Company, within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Shen MH (i) has not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) confirms that he, as at the Latest Practicable Date, (a) did not hold other positions in the Company or other members of the Group; (b) did not have any relationship with any other Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (c) did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

* For identification purposes only

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

2. MS. LIU HUI

Ms. Liu Hui (劉會) ("Ms. Liu"), aged 36, joined the Group as a procurement manager of JiaChen Floor from September 2009 to February 2020. She was appointed as the deputy general manager of JiaChen Floor in March 2020 and promoted as an executive Director with effect from 2 July 2020. Ms. Liu is responsible for overseeing the management, procurement and oversea sales of the Group. She studied e-commerce in 常州市職工大學 (Changzhou Occupational University*) from September 2002 to July 2005 and obtained a graduation diploma in July 2005.

Ms. Liu is the spouse of Mr. Shen MH, an executive Director and a substantial Shareholder; the daughter-in-law of Mr. Shen Min, Chairman, an executive Director and a controlling Shareholder, and Ms. Zhang Yaying, a substantial Shareholder and senior management of the Group; and the cousin-in-law of Ms. Zhang Lingyan, senior management of the Group.

Ms. Liu has entered into a service contract with the Company for an initial fixed term of three years commencing 2 July 2020, which may only be terminated in accordance with the provisions thereof or by the Company giving to her not less than three months' prior notice in writing or by her giving to the Company not less than one month's prior notice in writing. Pursuant to the service contract, Ms. Liu is entitled to a director's fee in the amount of RMB180,000 per annum. Her emolument was determined by the Board by reference to her qualifications and experience as well as duties and responsibilities within the Company. Ms. Liu is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association.

As at the Latest Practicable Date, Ms. Liu has a spouse interest in 131,475,000 Shares, representing approximately 13.15% of the issued share capital of the Company, within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Liu (i) has not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) confirms that she, as at the Latest Practicable Date, (a) did not hold other positions in the Company or other members of the Group; (b) did not have any relationship with any other Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (c) did not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

* For identification purposes only

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

3. MS. SHI DONGYING

Ms. Shi Dongying (施冬英) ("Ms. Shi"), aged 46, joined the Board as an INED in December 2019. She is the chairlady of the Nomination Committee and a member of each of the audit committee and the remuneration committee of the Company. She is primarily responsible for providing independent advice to the Board.

Ms. Shi graduated from 中央廣播電視大學 (Zhongyang Broadcast and Television University*) and obtained a bachelor degree in accountancy in January 2014. She obtained intermediate qualification in Accountancy Profession in May 2009 and was registered as a non-practising member of The Chinese Institute of Certified Public Accountants in March 2014.

Ms. Shi has been the deputy chief executive of Nantong Composite Material Co., Ltd since November 2015 and is responsible for overall management and administration. Starting from May 2016, she is the executive director, compliance officer, authorised representative and chairman of risk management committee of MEIGU Technology Holding Group Limited (stock code: 8349), a company listed on GEM of the Stock Exchange. She was the head of the accounting department of 南通三鑫電子科技股份有限公司 (Nantong Sancon Electric Technology Corporation*) from March 2006 to October 2015 and the accountant of 海門棉麻加工廠 (Haimen Cotton & Hemp Processing Plant*) from August 1993 to May 2005.

Ms. Shi has entered into a letter of appointment with the Company for an initial fixed term of three years commencing on the Listing Date, which may only be terminated in accordance with the provisions thereof or by the Company giving to her not less than three months' prior notice in writing or by her giving to the Company not less than one month's prior notice in writing. Pursuant to the service contract, Ms. Shi is entitled to a remuneration in the amount of HK$120,000 per annum. Her emolument was determined by the Board by reference to her qualifications and experience as well as duties and responsibilities within the Company. Ms. Shi is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association.

Save as disclosed above, Ms. Shi (i) has not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas; and (ii) confirms that she, as at the Latest Practicable Date, (a) did not hold other positions in the Company or other members of the Group; (b) did not have any relationship with any other Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (c) did not have any interests in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other matter concerning the re-election of each of the Retiring Directors that needs to be brought to the attention of the Stock Exchange or the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

* For identification purposes only

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APPENDIX II

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares.

Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate, and assuming that no further Shares are issued and no Shares are repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Directors would be authorised to repurchase up to a maximum of 100,000,000 Shares, representing 10% of the total number of the issued Shares as at the date of AGM. The Repurchase Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting; (ii) the date by which the Company's next annual general meeting is required by the Companies Law or any applicable law of the Cayman Islands and the Articles to be held; or (iii) such mandate being revoked or varied by ordinary resolutions of the Shareholders in a general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that it is in best interests of the Company and the Shareholders to have a general authority to execute repurchases of the Shares in the market. 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 the repurchases will benefit the Company and the Shareholders.

3. SOURCE OF FUNDS

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the Companies Law and the applicable laws and regulations of the Cayman Islands. The Company will not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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APPENDIX II

EXPLANATORY STATEMENT

4. IMPACT ON WORKING CAPITAL OR GEARING POSITION

On the basis of the current financial position of the Company and taking into account the current working capital position of the Company, the Directors believe that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared to the position as at 31 December 2020 (being the date to which the latest audited accounts of the Company have been made up). However, 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.

5. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates, has any present intention to sell to the Company or any member of the Group any of the Shares if the Repurchase Mandate is approved at the AGM.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles, the Companies Law and any other applicable laws of the Cayman Islands.

7. EFFECT OF THE TAKEOVERS CODE

If, as a result of any repurchase of the Shares, a Shareholder's proportionate interest in the Company's voting rights is increased, 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 obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences of any repurchases which would arise under the Takeovers Code.

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APPENDIX II

EXPLANATORY STATEMENT

As at the Latest Practicable Date, according to the register of interest in Shares and short positions kept by the Company pursuant to section 336 of the SFO and so far as was known to, or could be ascertained after reasonable enquiry by the Directors, the following persons were interested in 5% or more of the then issued share capital of the Company:

				Approximate
				percentage of
			Approximate	shareholding
			percentage of	if the
			shareholding	Repurchase
			as at Latest	Mandate is
	Capacity/ Nature of	Number of	Practicable	exercised in
Name	interest	shares held	Date	full
Jiachen Investment Limited	Beneficial owner	377,625,000	37.76%	41.96%
(Note 1)
Mr. Shen Min (Note 1)	Interest in a controlled	377,625,000	37.76%	41.96%
	corporation
Xinchen Investment Limited	Beneficial owner	231,375,000	23.14%	25.71%
(Note 2)
Ms. Zhang Yaying (Note 2)	Interest in a controlled	231,375,000	23.14%	25.71%
	corporation
Yilong Investment Limited	Beneficial owner	131,475,000	13.15%	14.61%
(Note 3)
Mr. Shen Minghui (Note 3)	Interest in a controlled	131,475,000	13.15%	14.61%
	corporation

Notes:

1. Jiachen Investment Limited is wholly-owned by Mr. Shen Min. By virtue of the SFO, Mr. Shen Min is deemed to be interested in all of the Shares held by Jiachen Investment Limited.
2. Xinchen Investment Limited is wholly-owned by Ms. Zhang Yaying. By virtue of the SFO, Ms. Zhang Yaying is deemed to be interested in all of the Shares held by Xinchen Investment Limited.
3. Yilong Investment Limited is wholly-owned by Mr. Shen Minghui. By virtue of the SFO, Mr. Shen Minghui is deemed to be interested in all of the Shares held by Yilong Investment Limited.

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APPENDIX II

EXPLANATORY STATEMENT

On the assumption that the issued share capital of the Company remains the same, in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the aggregate percentage of shareholding of the current and former Directors, namely Mr. Shen Min, Ms. Zhang Yaying and Mr. Shen Minghui, together with their controlled corporations, namely Jiachen Investment Limited, Xinchen Investment Limited and Yilong Investment Limited, respectively, would increase from 74.05% to approximately 82.28% of the total issued Shares of the Company. To the best knowledge and belief of the Directors, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. However, the exercise of the Repurchase Mandate in full will result in insufficient public float of the Company.

The Directors have no present intention to exercise the Repurchase Mandate to such extent which would otherwise result in any Shareholder or group of Shareholders obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code or the number of Shares being held by the public falling below the minimum requirement as prescribed by the Stock Exchange, which is currently 25% of the entire issued share capital of the Company.

8. SHARES REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) had been made by the Company in the six months preceding the Latest Practicable Date.

9. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

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, or has he/she/it undertaken not to do so in the event that the Repurchase Mandate is exercised.

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APPENDIX II

EXPLANATORY STATEMENT

10. SHARE PRICES

The highest and lowest market prices per Share at which the Shares had been traded on the Stock Exchange during each of the previous 12 months and up to the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.185	0.110
May	0.156	0.110
June	0.133	0.114
July	0.122	0.105
August	0.149	0.103
September	0.113	0.093
October	0.107	0.090
November	0.119	0.089
December	0.104	0.088
2021
January	0.098	0.085
February	0.119	0.085
March	0.112	0.091
April (up to and including the Latest Practicable Date)	0.129	0.104

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NOTICE OF ANNUAL GENERAL MEETING

JiaChen Holding Group Limited

佳 辰控 股 集 團 有 限公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1937)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of JiaChen Holding Group Limited (the "Company") will be held at Unit 1203B, 12/F., World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Thursday, 3 June 2021 at 11:00 a.m. (or the adjournment thereof) for the following purposes:

AS ORDINARY BUSINESSES

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Director(s)") and the independent auditor of the Company for the year ended 31 December 2020;
2. (a) To re-elect Mr. Shen Minghui as an executive Director;
3. 1. To re-elect Ms. Liu Hui as an executive Director;
   2. To re-elect Ms. Shi Dongying as an independent non-executive Director; and
   3. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors;
4. To re-appoint Crowe (HK) CPA Limited as the auditor of the Company and authorise the Board to fix their remuneration;

AS SPECIAL BUSINESS

To consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions of the Company:

4. "THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the

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NOTICE OF ANNUAL GENERAL MEETING

"Shares") in the capital of the Company or securities convertible into such Shares or warrants or similar rights to subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

1. the approval in paragraph (a) shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);
2. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription, exchange or conversion under the terms of any warrants or convertible securities issued by the Company or any securities which are exchangeable into Shares; (iii) the exercise of options under the share option scheme of the Company for the time being adopted; or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of the dividend on the Shares in accordance with the Company's articles of association (the "Articles of Association"), shall not exceed 20 per cent. of the aggregate nominal amount of the ordinary share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and
3. for the purposes of this Resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to hold its next annual general meeting; 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 or securities open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under

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NOTICE OF ANNUAL GENERAL MEETING

the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

1. "THAT:
2. 1. subject to paragraph (b), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of Shares to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the ordinary share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and
   3. for the purposes of this Resolution:
      "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to hold its next annual general meeting; or
      3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."
3. "THAT conditional upon the resolutions numbered 4 and 5 set out in the notice convening this meeting being passed, the general mandate granted to the Directors to allot, issue and deal in any unissued Shares pursuant to the ordinary resolution set out in paragraph 4 of the notice convening this meeting be and is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to the ordinary

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NOTICE OF ANNUAL GENERAL MEETING

resolution set out in paragraph 5 of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the total number of Shares in issue at the date of the passing of this resolution."

By Order of the Board

JiaChen Holding Group Limited

SHEN Min

Chairman and Executive Director

Hong Kong, 29 April 2021
Registered Office:	Principal Place of Business	Principal Place of Business
Windward 3	and Head Office in the PRC	in Hong Kong:
Regatta Office Park	No. 18 Changhong East Road	22/F, 3 Lockhart Road
PO Box 1350	Henglin Town, Wujin District	Wanchai
Grand Cayman KY1-1108	Changzhou City, Jiangsu Province	Hong Kong
Cayman Islands	China

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman in good faith, decides to allow a resolution purely relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Articles of Association and the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in the manner prescribed under Rule 13.39(5) of the Listing Rules.
2. Any shareholders of the Company (the "Shareholder(s)") entitled to attend and vote at the AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Shareholder but must be present in person at the AGM to represent the Shareholder. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.
3. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or the poll concerned if he/she/it so wishes. In the event of a Shareholder who has lodged a form of proxy attending the AGM, the form of proxy will be deemed to have been revoked.
4. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, at the office of the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the meeting (or any adjournment thereof).
5. In case of joint holders of a Share, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such Share as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company ("Register of Members") in respect of such Share shall alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement to attend and vote at the AGM, the Register of Members will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 28 May 2021.
2. With regard to ordinary resolutions no. 2 and 6 set out in this notice, a circular giving details of the re-election of the Directors and general mandates to issue and to repurchase Shares will be despatched to the shareholders of the Company. The biographical details of the retiring Directors who are subject to re-election at the meeting are set out in Appendix I to the circular.
3. (a) Subject to paragraph (b) below, if a black rainstorm warning signal is expected to be in force at any time between 7:00 a.m. and 5:00 p.m. on the date of the AGM, the AGM will be postponed and the Shareholders will be informed of the date, time and venue of the postponed AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.
4. 1. If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the AGM and where conditions permit, the AGM will be held as scheduled.
   2. The AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
   3. After considering their own situations, the Shareholders should decide on their own as to whether they would attend the AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.
5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
6. To minimise the risks of infection of COVID-19, the Company will take precautionary measures at the AGM, including:
   • compulsory body temperature checks for all attendees;
   • prohibition from attendance at the AGM if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the AGM;
   • compulsory wearing of surgical face masks throughout the AGM;
   • maintaining proper distance between seats; and
   • no refreshments and gifts will be provided at the AGM.
7. In light of the continuing risks posed by COVID-19, the Company strongly advises Shareholders to appoint the Chairman of the AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.
8. Subject to the development of COVID-19, the Company may implement further changes to the arrangement of the AGM and precautionary measures and may issue further announcement on such measures as appropriate.
9. As at the date of this notice of the AGM, there are four executive Directors, namely Mr. Shen Min, Mr. Shen Minghui, Mr. Chen Shiping and Ms. Liu Hui; and three independent non-executive Directors, namely Mr. Ma Ving Lung, Ms. Shi Dongying and Mr. Yu Chun Kau.

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