Samson : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular, you should consult your 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 SAMSON HOLDING LTD., you should at once hand this circular together with the accompanying annual report and form of proxy 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.

SAMSON HOLDING LTD.

順誠控 股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00531)

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the 2021 annual general meeting (the "Meeting") of Samson Holding Ltd. (the "Company") to be held at 38/F, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 20 May 2021 at 11:00 a.m. is set out on pages 13 to 17 of this circular.

Whether or not you intend to attend the Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions stated thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting (i.e. not later than 11:00 a.m. on Tuesday, 18 May 2021 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

• For identification purposes only

15 April 2021

			CONTENTS
				Page
Definitions . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
-	Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
-	The Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
-	The Issue Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
-	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
-	Notice of 2021 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	5
-	Voting at the 2021 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	5
-	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	-	Explanatory Statement for Repurchase Mandate . . . . . . . .	6
Appendix II	-	Biographical Details of the Retiring Directors Proposed
			for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of 2021 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

- i -

DEFINITIONS

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

"AGM"	the 2021 annual general meeting of the Company
"Articles"	the articles of association of the Company currently in
	force
"Board"	the board of Directors
"Company"	Samson Holding Ltd., a company incorporated in the
	Cayman Islands with limited liability, the shares of which
	are listed on the Main Board of the Stock Exchange
"Core Connected Person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	a general and unconditional mandate to be granted to the
	Directors to issue, allot and deal with unissued Shares up
	to a maximum of 20% of the total number of issued
	shares of the Company as at the date of passing of the
	relevant resolution
"Latest Practicable Date"	8 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining information in
	this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Repurchase Mandate"	a general and unconditional mandate to be granted to the
	Directors to exercise all powers of the Company to
	purchase on the Stock Exchange, or any other stock
	exchange on which the Shares of the Company may be
	listed, Shares up to a maximum of 10% of the total
	number of issued shares of the Company as at the date of
	passing of the relevant resolution

- 1 -

	DEFINITIONS
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share(s)"	the ordinary share(s) of US$0.05 each in the share capital
	of the Company
"Shareholder(s)"	the registered holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-
	Backs approved by the Securities and Futures
	Commission as amended from time to time
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"US$"	United States dollar(s), the lawful currency of the United
	States

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LETTER FROM THE BOARD

SAMSON HOLDING LTD.

順誠控 股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00531)

Chairman & Executive Director:	Registered Office:
Mr. Shan Huei KUO	Grand Pavilion
	Hibiscus Way
Deputy Chairman & Executive Director:	802 West Bay Road
Ms. Yi-Mei LIU	P.O. Box 31119, KY1-1205
	Cayman Islands
Executive Director:
Mr. Mohamad AMINOZZAKERI	Principal Place of Business
	in Hong Kong:
Non-executive Director:	Unit 1007, 10th Floor,
Mr. Sheng Hsiung PAN	Haleson Building
	1 Jubilee Street, Central
Independent Non-executive Directors:	Hong Kong
Mr. Ming-Jian KUO
Mr. Siu Ki LAU
Mr. Sui-Yu WU
	15 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM to be held on Thursday, 20 May 2021. These include ordinary resolutions relating to (i) the granting to the Directors the Repurchase Mandate and the Issue Mandate; and (ii) the re-election of each of the retiring Directors.

• For identification purposes only

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LETTER FROM THE BOARD

THE REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Repurchase Mandate to exercise all powers of the Company to purchase shares on the Stock Exchange, or on any other stock exchange on which the shares of the Company may be listed, up to a maximum of 10% of the total number of issued shares of the Company as at the date of passing of the relevant resolution.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the proposed granting of the Repurchase Mandate at the AGM is set out in Appendix I to this circular.

THE ISSUE MANDATE

An ordinary resolution will also be proposed at the AGM that the Directors be granted the Issue Mandate to issue, allot and deal with unissued Shares up to a maximum of 20% of the total number of issued shares of the Company as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, there was a total of 3,107,473,773 Shares in issue. Subject to the passing of the resolution granting the Issue Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to issue up to a maximum of 621,494,754 Shares.

In addition, an ordinary resolution will further be proposed at the AGM adding to the Issue Mandate any Shares repurchased by the Company pursuant to the Repurchase Mandate. The Repurchase Mandate and the Issue Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless they are renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting held prior to the next annual general meeting of the Company.

RE-ELECTION OF RETIRING DIRECTORS

Resolutions 2 to 4 as set out in the notice of the AGM relate to re-election of the retiring directors, Mr. Shan Huei KUO, Mr. Siu Ki LAU and Mr. Sui-Yu WU, who will retire by rotation as Directors at the AGM in accordance with article 130 of the Articles. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Mr. Siu Ki LAU and Mr. Sui-Yu WU who have been serving as Independent Non-executive Directors of the Company for more than 9 years, and each of them has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all Independent Non-executive Directors.

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LETTER FROM THE BOARD

The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid Independent Non-executive Directors who are due to retire at the AGM. The Company considers that the retiring Independent Non-executive Directors are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Biographical details of the above retiring Directors proposed 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.

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice of the AGM is set out on pages 13 to 17 of this circular. A form of proxy for appointing proxy is enclosed with this circular and published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the Company (www.samsonholding.com). Whether or not you intend to attend the AGM, you are requested to complete and sign the form of proxy in accordance with the instructions stated thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 11:00 a.m. on Tuesday, 18 May 2021 (Hong Kong time)) 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 and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

VOTING AT THE 2021 ANNUAL GENERAL MEETING

Pursuant to 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. An announcement on the results of the poll will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

RECOMMENDATION

The Directors consider that the proposed granting of the Repurchase Mandate and Issue Mandate to the Directors and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM.

Yours faithfully,

For and on behalf of the Board

Samson Holding Ltd.

Shan Huei KUO

Chairman

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APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

The following is as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with requisite information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,107,473,773 Shares.

Subject to the passing of the resolution for granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase up to a maximum of 310,747,377 Shares, being 10% of the total number of issued shares as at the date of passing of the relevant resolution for granting the Repurchase Mandate.

2. REASONS FOR REPURCHASES

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders which enables the Company to repurchase its Shares on the Stock Exchange.

Repurchases of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the Articles and the applicable laws of the Cayman Islands.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

5. SHARE PRICES

The highest and lowest prices per share at which the Shares have been traded on the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:

	Share Price Per Share
	Highest	Lowest
	HK$	HK$
Month
2020
March	0.445	0.247
April	0.260	0.200
May	0.270	0.220
June	0.241	0.215
July	0.240	0.186
August	0.270	0.209
September	0.242	0.200
October	0.225	0.201
November	0.260	0.216
December	0.270	0.198
2021
January	0.232	0.213
February	0.380	0.227
March	0.335	0.255
April (up to and including the Latest Practicable Date)	0.330	0.310

6. GENERAL

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

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands as well as the regulations set out in the Articles.

The Company has not been notified by any Core Connected Persons that they have a present intention to sell, or have undertaken not to sell, any Shares held by them to the Company, if the granting of the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

7. TAKEOVERS CODE

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Shan Huei KUO and Ms. Yi-Mei LIU, the executive Directors, were beneficially interested in 2,146,346,773 Shares representing approximately 69.07% of the total issued share capital of the Company. In the event that the Directors exercised the proposed Repurchase Mandate in full, the interests of Mr. Shan Huei KUO and Ms. Yi-Mei LIU in the Company would be increased to approximately 76.74% of the issued share capital of the Company.

The Directors consider that such increase in shareholding would not give rise to an obligation on Mr. Shan Huei KUO and Ms. Yi-Mei LIU 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% of the Company's total issued share capital. The Directors have no intention to exercise the Repurchase Mandate to such an extent as may result in the public shareholding of the Company falling below the minimum public float requirement.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, in the last six months prior to the Latest Practicable Date.

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APPENDIX II BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the Directors who will retire and being eligible, offer themselves for re-election at the AGM:

1. MR. SHAN HUEI KUO

Mr. Shan Huei KUO, also known as Samuel Kuo, aged 65, is an Executive Director of the Company and Chairman of the Board since 11 July 2005, Chairman of the Nomination Committee and Chief Executive Officer of Lacquer Craft Manufacturing Co., Ltd. (Zhejiang) ("Lacquer Craft"). Mr. Kuo is a director of various subsidiaries of the Company. Mr. Kuo is one of the founders of our business and has been one of the principal managers responsible for our business and corporate strategy, marketing and production operations and expansion strategies. Mr. Kuo has more than 30 years of experience in the furniture business in Taiwan, the PRC and the U.S.. Mr. Kuo is also the former Chairman of the Taiwan Businessmen's Association Dongguan. Mr. Kuo served two years in the military in Taiwan after obtaining a Bachelor of Arts degree in Economics Development from Tamkang University in 1978.

Mr. Kuo is the husband of Ms. Yi-Mei LIU, Executive Director of the Company and Deputy Chairman of the Board. Mr. Kuo and Ms. Liu are the controlling and substantial shareholders of the Company. Mr. Kuo is also a director of Advent Group Limited and Magnificent Capital Holding Limited, the substantial and controlling shareholders of the Company.

Saved as disclosed above, Mr. Kuo does not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He does not at present nor has he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the date of this form of disclosure and confirmations, Mr. Kuo had interests in 2,146,346,773 shares in the share capital of the Company within the meaning of Part XV of the SFO.

Mr. Kuo has entered into a service contract with the Company for a term of three years, which is determinable by either party giving three months' written notice in advance. He is entitled to a director's fee of HK$240,000 per annum which is covered by service contract plus salary and discretionary bonus as determined with reference to his level of experience and performance as well as the business performance of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the articles of association of the Company.

There is no information which is discloseable nor is/was Mr. Kuo involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to

1. of the Listing Rules and there are no other matters concerning Mr. Kuo that need to be brought to the attention of the shareholders of the Company.

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APPENDIX II BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

2. MR. SIU KI LAU

Mr. Siu Ki LAU, also known as Kevin Lau, aged 62, is an Independent Non-executive Director of the Company since 24 October 2005. He is the Chairman of the Audit Committee of the Company. With over 35 years of experience in corporate finance, financial advisory and management, accounting and auditing, Mr. Lau is currently a financial advisory consultant running his own management consultancy firm, Hin Yan Consultants Limited. Previously, Mr. Lau worked at Ernst & Young for over 15 years. Mr. Lau is a fellow member of both the Association of Chartered Certified Accountants ("ACCA") and The Hong Kong Institute of Certified Public Accountants. He served as a member of the world council of ACCA from 2002 to 2011. Mr. Lau also served on the executive committee of the Hong Kong branch of ACCA ("ACCA Hong Kong") from 1995 to 2011, and was the chairman of ACCA Hong Kong in 2000/2001. Mr. Lau also serves as an Independent Non-executive Director of six other listed companies in Hong Kong: Binhai Investment Company Limited, Comba Telecom Systems Holdings Limited, Embry Holdings Limited, FIH Mobile Limited, TCL Electronics Holdings Limited and IVD Medical Holding Limited. He also serves as Company Secretary of Hung Fook Tong Group Holdings Limited, Yeebo (International Holdings) Limited and Expert Systems Holdings Limited, companies listed in Hong Kong. In addition, he also served as an Independent Non-executive Director of China Medical & HealthCare Group Limited, a company listed in Hong Kong, from 3 June 2004 to 6 December 2018. Mr. Lau graduated from The Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) in 1981.

Mr. Lau does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company nor does he hold other positions in the Company or other members of the Group. 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. Lau has entered into a service contract with the Company for a term of three years, which is determinable by either party giving three months' written notice in advance. He is entitled to a director's fee of HK$240,000 per annum which is covered by service contract as determined with reference to market practice. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

Pursuant to Hong Kong Securities and Futures Commission (the "SFC") press release of 31 October 2019 regarding the proceedings involve China Medical & Healthcare Group Limited (formerly known as COL Capital Limited) ("COL") and six individuals who were directors of COL at the relevant time, including Mr. Lau. The SFC alleges that COL failed to disclose inside information as soon as reasonably practicable, and that the six individuals had engaged in "reckless or negligent conduct causing" COL's alleged breach. Further details of the above were disclosed in the Company's announcement dated 4 November 2019. In the meantime, and until the proceedings conclude, no findings in the proceedings have been made in respect of him.

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APPENDIX II BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, there is no information which is discloseable nor is/was Mr. Lau involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Lau that need to be brought to the attention of the shareholders of the Company.

3. MR. SUI-YU WU

Mr. Sui-YuWU, also known as SY Wu, aged 62, is an Independent Non-executive Director of the Company since 15 December 2008 and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. Mr. Wu has been practising law for over 30 years, and is the founding partner of Wu & Partners, Attorneys-at- Law, a firm based in Taipei, Taiwan which he founded in 2004. He has been a member of the Taipei Bar Association since 1983. His practice focuses on international economic law and WTO-related practices, cross-border commercial transactions and disputes, and mergers & acquisitions. Before that, Mr. Wu was a senior partner of Lee, Tsai & Partners from 2000 to 2004, the managing partner of Perkins Coie, Taipei Office from 1997 to 2000, and was an Of Counsel of Perkins Coie during 1996 to 1997. Prior to Perkins Coie, Mr. Wu had been with Lee

• Li, Attorneys-at-Law since 1981, and was a visiting attorney at Van Bael & Bellis (Brussels, Belgium) and Nishimura & Partners (Tokyo, Japan) in 1988 and 1989 respectively. In addition to Taiwan, Mr. Wu has been licensed to practise law in New York State since 1990, and has been a member of the American Bar Association and International Bar Association since 1991. He was the Chair of International Trade Committee of the Inter-Pacific Bar Association from 1999 to 2001, and a director of Taipei Bar Association from 1993 to 1996. On the academic track, he was an associate professor at the Soochow University Law School from 1996 to 2005, and Institute of Law for Science and Technology, Tsing Hua University Law School from 2002 to 2005. Mr. Wu received a SJD degree and an LLM degree from the University of Michigan Law School, and an LLB degree from the Law Department of National Taiwan University in 1980.

Mr. Wu does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company nor does he hold other positions in the Company or other members of the Group. He does not at present nor has he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. 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. Wu has entered into a service contract with the Company for a term of three years, which is determinable by either party giving three month's written notice in advance. He is entitled to a director's fee of HK$240,000 per annum which is covered by service contract as determined with reference to market practice. He is subject to retirement by rotation and re-election at least once every three years at annual general meetings of the Company in accordance with the provisions of the Articles.

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APPENDIX II BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

There is no information which is discloseable nor is/was Mr. Wu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to

1. of the Listing Rules and there are no other matters concerning Mr. Lau that need to be brought to the attention of the shareholders of the Company.

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NOTICE OF 2021 ANNUAL GENERAL MEETING

SAMSON HOLDING LTD.

順誠控 股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00531)

NOTICE OF 2021 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 annual general meeting (the "Meeting") of Samson Holding Ltd. (the "Company") will be held at 38/F, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 20 May 2021 at 11:00 a.m. for the following purposes:

• 1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditor for the year ended 31 December 2020.
  2. To re-elect Mr. Shan Huei KUO as director.
  3. To re-elect Mr. Siu Ki LAU as independent non-executive director.
  4. To re-elect Mr. Sui-Yu WU as independent non-executive director.
  5. To authorise the board of directors to fix the remuneration of the directors.
  6. To re-appoint auditors and to authorise the board of directors to fix their remuneration.
  7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
     "THAT
  8. 1. subject to paragraph (b) of this resolution, a general and unconditional mandate be and is hereby given to the directors of the Company (the "Directors") to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to purchase its own shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by The Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for this purpose, subject to and in
• For identification purposes only

- 13 -

NOTICE OF 2021 ANNUAL GENERAL MEETING

accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission, and the Stock Exchange or of any other stock exchange as amended from time to time;

1. the aggregate number of shares of the Company to be purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (a) above of this resolution during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution);
2. for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. 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
   3. 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 laws to be held."

8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT

1. subject to paragraph (c) of this resolution, a general and unconditional mandate be and is hereby given to the directors of the Company (the "Directors") to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to issue, allot and deal with the unissued shares of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers;
2. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF 2021 ANNUAL GENERAL MEETING

1. the aggregate number of shares issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to the following, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution):
2. 1. a rights issue where shares are offered for a period fixed by the Directors to shareholders on the register of members on a fixed record date in proportion to their then 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, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange, or in any territory applicable to the Company);
   2. the exercise of options under a share option scheme;
   3. any scrip dividend schemes or similar arrangements implemented in accordance with the articles of association of the Company; or
   4. any specific authority granted or to be granted by the shareholders of the Company in general meeting; and
3. for the purpose of this resolution, "Relevant Period" means the period from the date of 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 revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
   3. 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 laws to be held."

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NOTICE OF 2021 ANNUAL GENERAL MEETING

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of ordinary resolutions 7 and 8 as set out in the notice convening this meeting, the general mandate granted to the directors of the Company pursuant to resolution 8 to exercise the powers of the Company to issue, allot and deal with the unissued shares of the Company be and is hereby extended by the addition thereto the number of shares of the Company to be repurchased by the Company under the authority granted pursuant to resolution 7, provided that such number in aggregate shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

For and on behalf of the Board

Samson Holding Ltd.

Shan Huei KUO

Chairman

15 April 2021

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NOTICE OF 2021 ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the Meeting will be taken by poll (except where the chairman decides to allow a resolution relating purely to a procedural or administrative matter to be voted by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (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 accordance with the Listing Rules.
2. A member of the Company entitled to attend and vote at the Meeting may appoint one or more proxies to attend and, in case of a poll, vote instead of him. A proxy need not be a member of the Company.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (i.e. not later than 11:00 a.m. on Tuesday, 18 May 2021 (Hong Kong time)) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and at any adjournment thereof and, in such event, the form of proxy shall be deemed to be revoked.
4. For determining the qualification as members of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 14 May 2021 to Thursday, 20 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify as members to attend and vote at the Meeting, investors are required to lodge all transfer documents accompanied by the relevant share certificates with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 13 May 2021.

As at the date of this notice, Mr. Shan Huei KUO (Chairman), Ms. Yi-Mei LIU and Mr. Mohamad AMINOZZAKERI are the executive directors of the Company; Mr. Sheng Hsiung PAN is the non-executive director of the Company; and Mr. Ming-Jian KUO, Mr. Siu Ki LAU and Mr. Sui-Yu WU are the independent non-executive directors of the Company.

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