Shuang Yun : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITOR, AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 Shuang Yun Holdings Limited (the "Company"), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

Shuang Yun Holdings Limited

雙運控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1706)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF AUDITOR,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 10:00 a.m. on Friday, 28 May 2021 at #02-01, Main Meeting Room, No. 4 Sungei Kadut Street 2, Sungei Kadut Industrial Estate, Singapore 729226 (the "AGM") is set out on pages 15 to 20 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy and return the same to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

22 April 2021

TABLE OF CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD
Introduction . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	-	DETAILS OF DIRECTORS FOR RE-ELECTION . . . . . . . . . . . . .	11
NOTICE OF THE ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held
	at 10:00 a.m. on Friday, 28 May 2021 at #02-01, Main
	Meeting Room, No. 4 Sungei Kadut Street 2, Sungei Kadut
	Industrial Estate, Singapore 729226 or any adjournment
	thereof

"Articles of Association"

"Board"

"Company"

the amended and restated articles of association of the Company

the board of Directors

Shuang Yun Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board

"Director(s)"

"Group"

"HK$"

"Hong Kong"

"Issue Mandate"

the director(s) of the Company

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

the issue mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the total number of the issued shares of the Company as at the date of passing the relevant ordinary resolution for approving the issue mandate

"Latest Practicable Date"16 April 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

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DEFINITIONS

"Listing Rules"

"Main Board"

"Repurchase Mandate"

"S$"

"SFO"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"%"

the Rules Governing the Listing of Securities on the Stock Exchange

the Main Board of the Stock Exchange

the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of the issued shares of the Company as at the date of passing of the ordinary resolution approving the repurchase mandate

Singapore dollars, the lawful currency of Singapore

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

ordinary share(s) of nominal value of HK$0.10 each in the share capital of the Company

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

The Codes on Takeovers and Mergers as amended from time to time

per cent

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LETTER FROM THE BOARD

Shuang Yun Holdings Limited

雙運控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1706)

Executive Directors:	Registered Office:
Mr. Tan Chai Ling (Chairman)	Cricket Square, Hutchins Drive
(alias Mr. Chen Zhilong)	PO Box 2681, Grand Cayman
Ms. Alynda Tan Hue Hong	KY1-1111, Cayman Islands
Ms. Chong Sook Fern
(alias Ms. Zhang Shufen)	Head Office and Principal Place of
	Business in Singapore:
Independent Non-Executive Directors:	No. 4 Sungei Kadut Street 2
Mr. Siu Man Ho Simon	Sungei Kadut Industrial Estate
Prof. Pong Kam Keung	Singapore 729226
Mr. Yau Chung Hang
	Principal Place of Business
	in Hong Kong:
	Unit B, 17/F, United Centre
	95 Queensway, Hong Kong
	22 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF AUDITOR,

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for (i) the granting of the Issue Mandate; (ii) the granting of the Repurchase Mandate; (iii) the extension of the Issue Mandate; (iv) the re-election of retiring Directors; and (v) the re-appointment of the auditor of the Company; and to give you the notice of the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The Company's existing mandates to issue and repurchase Shares were approved by its then Shareholders on 28 May 2020. Unless otherwise renewed, the existing mandates to issue and repurchase Shares will lapse at the conclusion of the AGM. Ordinary resolutions will be proposed at the AGM for the Shareholders to consider and approve:

1. the granting of the Issue Mandate so that the Directors will be able to allot, issue and deal with up to a total of 200,000,000 Shares, representing 20% of the total number of issued Shares which is also equal to 20% of the aggregate nominal amount of issued Shares on the date of passing of such resolution (based on 1,000,000,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the date of the AGM);
2. the granting of the Repurchase Mandate so that the Directors are authorized to repurchase Shares on the Stock Exchange up to a total of 100,000,000 Shares, representing 10% of the total number of issued Shares which is also equal to 10% of the aggregate nominal amount of issued Shares on the date of passing of such resolution; and
3. the extension of the Issue Mandate by an amount representing the aggregate number of the Shares which is also equal to the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate will continue in force until the earliest of

1. the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

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 I to this circular.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

At the AGM, the Directors, namely Mr. Tan Chai Ling (alias Mr. Chen Zhilong) and Prof. Pong Kam Keung will retire from office by rotation in accordance with article 84 of the Articles of Association and, being eligible, will offer themselves for re-election.

In accordance with article 84 of the Articles of Association, at each annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting of the Company at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Accordingly, Mr. Tan Chai Ling (alias Mr. Chen Zhilong), the executive Director and Prof. Pong Kam Keung, the independent non-executive Director, will retire from office at the AGM and, being eligible, will offer themselves for re-election.

Particulars of the Directors who offer themselves for re-election are set out in Appendix II to this circular.

RE-APPOINTMENT OF AUDITOR

RSM Hong Kong will retire as the auditor of the Company at the AGM and, being eligible, offer itself for re-appointment as the auditor of the Company.

The Board proposed to re-appoint RSM Hong Kong as the auditor of the Company and to hold office until the conclusion of next annual general meeting of the Company, subject to the approval of the Shareholders at the AGM.

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LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 15 to 20 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. If you are unable to attend the AGM, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office 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 and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the granting of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate, the re-election of retiring Directors, and the re-appointment of the auditor of the Company are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Shuang Yun Holdings Limited

Tan Chai Ling

(alias Chen Zhilong)

Chairman and Executive Director

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APPENDIX I	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 ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorized to repurchase up to a maximum of 100,000,000 Shares, representing 10% of the total number of the issued Shares as at the Latest Practicable Date during the period up to (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

2. REASONS FOR THE REPURCHASE

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

3. SOURCE OF FUNDS

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its amended and restated memorandum and articles of association of the Company, the Listing Rules 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 I	EXPLANATORY STATEMENT

4. IMPACT ON WORKING CAPITAL OR GEARING POSITION

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

5. DIRECTORS AND THEIR CLOSE ASSOCIATES

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

6. DIRECTORS' UNDERTAKING

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

7. EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Tan Chai Ling (alias Mr. Chen Zhilong) ("Mr. Tan") and his younger sister, Ms. Alynda Tan Hue Hong ("Ms. Tan"), together with a company controlled by them, are interested in 750,000,000 Shares representing approximately 75% of the issued share capital of the Company. The 750,000,000 Shares are owned by Jian Sheng Holdings Limited ("Jian Sheng") which is owned as to 80% by Mr. Tan and 20% by Ms. Tan. Ms. Chong Sook Fern (alias Ms. Zhang Shufen) is the spouse of Mr. Tan and accordingly, is deemed to be interested in the Shares in which Mr. Tan has interest under the SFO.

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APPENDIX I	EXPLANATORY STATEMENT

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

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

8. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of the Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date.

9. REPURCHASE OF SECURITIES FROM CORE CONNECTED PARTIES

No core connected person (as defined in the Listing Rules) 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 approved and exercised.

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APPENDIX I	EXPLANATORY STATEMENT

10. SHARE PRICES

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

	Share Prices
	Highest	Lowest
	HK$	HK$
2020
April	0.097	0.076
May	0.083	0.076
June	0.100	0.060
July	0.126	0.085
August	0.138	0.104
September	0.120	0.090
October	0.105	0.080
November	0.101	0.082
December	0.124	0.092
2021
January	0.119	0.092
February	0.118	0.096
March	0.117	0.093
April (up to and including the Latest Practicable Date)	0.103	0.093

11. STATUS OF REPURCHASED SHARES

The listing of all Shares which are repurchased by the Company (whether on the Stock Exchange or otherwise) shall be automatically cancelled upon repurchase. The Company shall ensure that the documents of title of the repurchased Shares are cancelled and destroyed as soon as reasonably practicable following settlement of any such repurchase.

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APPENDIX II DETAILS OF DIRECTORS FOR RE-ELECTION

The following are the particulars of the Directors proposed to be re-elected at the AGM:

1. Mr. Tan Chai Ling (alias Mr. Chen Zhilong), aged 46, is the chairman of the Board, chief executive officer ("CEO") of the Group and executive director ("Director") of the Company. He was appointed as the Director on 21 June 2017 and re-designated as the executive Director, chairman of the Board and CEO on 15 July 2017. He is a member of the remuneration committee of the Company and the chairman of the nomination committee of the Company. Mr. Tan is responsible for formulating the overall strategic direction, tendering and pricing strategy. Mr. Tan joined the Group in July 2008. He has been a director of Double-Trans Pte. Ltd. and Samco Civil Engineering Pte. Ltd. and is also a director of Shuangyun Development Pte. Ltd.. Mr. Tan has over 15 years of experience in the construction industry in Singapore. Before joining the Group, Mr. Tan worked as a project engineer with Sembcorp Engineers & Constructors P/L from 2002 to 2006. From 2006 to 2007, Mr. Tan worked as a project engineer with Samwoh Corporation P/L. From 2007 to 2008, Mr. Tan worked as a project manager with Pan United Asphalt P/L. Mr. Tan obtained a bachelor of engineering (civil) degree from the Nanyang Technological University of Singapore in February 2002. Mr. Tan has been a member of Institution of Engineers Singapore since 2008, and was selected as a senior member of the Institution of Engineers Singapore in July 2016. Mr. Tan is the elder brother of Ms. Alynda Tan Hue Hong who is the executive Director and the spouse of Ms. Chong Sook Fern (alias Ms. Zhang Shufen) who is also the executive Director.

Mr. Tan was previously a director of the companies in the table below which were incorporated in Singapore and were struck off and dissolved pursuant to section 344 of the Companies Act, Singapore, due to cessation of business:

		Date of submission
		of application for
Name of company	Nature of business	striking off	Date of Dissolution
Samco Holdings Pte. Ltd.	Company has ceased trading	26	May 2011	14 October 2011
	from 1 October 2009
Shen Yang Builders Pte. Ltd.	Company has ceased trading	20	December 2016	8 May 2017
	from 1 January 2013
Shen Yang Investments Pte. Ltd.	Company has ceased trading	4 January 2013	7 June 2013
	from 1 January 2010
Shen Yang Logistics Pte. Ltd.	Company has ceased trading	20	December 2016	6 April 2017
	from 1 January 2014
Zin Lian Engineering &	Company has ceased trading	20	March 2005	10 September 2005
Construction Pte Ltd.	from 1 January 2003

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APPENDIX II DETAILS OF DIRECTORS FOR RE-ELECTION

The above companies were solvent at the date of dissolution. As far as Mr. Tan was aware, the dissolution of the above companies has not resulted in any liability or obligation being imposed against him.

Save as disclosed above, Mr. Tan did not hold any directorships in any other listed public company (whether in Hong Kong or overseas) in the last three years.

Mr. Tan is one of the controlling shareholders of the Company under the Listing Rules. As at the Latest Practicable Date, Mr. Tan is beneficially interest in 750,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Tan does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.

Mr. Tan entered into a service agreement with the Company for an initial term of three years commencing from November 2017 and shall continue thereafter unless and until it is terminated by the Company or Mr. Tan giving to the other not less than three months' prior notice in writing. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual remuneration (including director's fee, basic salary, allowance, rental of director's quarters, non-cash benefit and retirement scheme contribution) payable to Mr. Tan under the service agreement has been revised to S$537,687. Mr. Tan may be entitled to, if so recommended by the remuneration committee of the Company and approved by the Board at its absolute discretion, a discretionary bonus, the amount of which is determined with reference to the operating results of the Group and the performance of Mr. Tan provided that the aggregate amount of bonuses payable to all the executive Directors in respect of any financial year shall not exceed 10% of the audited consolidated net profits of the Group after taxation and minority interests but before extraordinary items attributable to the Shareholders for the relevant financial year. The emoluments paid or payable to Mr. Tan for the year ended 31 December 2020 amounted to approximately S$537,687.

Save as disclosed above, there are no other matters concerning Mr. Tan that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II DETAILS OF DIRECTORS FOR RE-ELECTION

2. Prof. Pong Kam Keung, aged 59, was appointed as the independent non-executive Director on 20 October 2017. He is also a member of the audit and nomination committees of the Company. He is responsible for participating in making significant decisions and giving advice on corporate governance, connected transactions and remuneration and nomination of Directors and senior management of the Group. Before joining the Group, he was the chief prosecution officer of Environmental Protection Department of the Hong Kong Government from July 2004 to July 2013. He was a member of the Appeal Tribunal Panel of the Housing, Planning and Lands Bureau of the Hong Kong Government from February 2007 to November 2012 and a member of the Advisory Committee on Barrier Free Access of the Buildings Department from August 2001 to July 2003. Prof. Pong served as a director of education and membership of the Hong Kong Institute of Facility Management from October 2008 to October 2009. He has been an adjunct professor at the Division of Environment & Sustainability of the Hong Kong University of Science and Technology since December 2013 and a member of Governance & Quality Committee of the Hong Kong Green Building Council Limited since January 2017. Prof. Pong was an independent non-executive director of Wang Yang Holdings Limited, currently namely Central Holding Group Co. Ltd. (a company listed on the Main Board, stock code: 1735) from March 2018 to October 2019, and he was also an independent non-executive director of FSM Holdings Limited (stock code: 1721) from June 2018 to April 2020. Prof. Pong has been an independent non-executive director of HKE Holdings Limited (stock code: 1726) since March 2018, and an executive director of Star Properties Group (Cayman Islands) Limited (stock code: 1560) since September 2018. Prof. Pong obtained his bachelor of science degree in building surveying from the Thames Polytechnic, United Kingdom in June 1989, a degree of master of science in property investment from the City University of London, United Kingdom in December 1993, a bachelor degree of laws from the University of Wolverhampton, United Kingdom in September 1995, a master degree of science in urban planning from the University of Hong Kong, Hong Kong in December 2005, a degree of master of corporate governance from the Hong Kong Polytechnic University, Hong Kong in October 2008 and a Doctor of Philosophy from Hong Kong Polytechnic University, Hong Kong in September 2019. Prof. Pong has been a fellow of the Hong Kong Institute of Facility Management, the Hong Kong Institute of Surveyors, the Chartered Institute of Arbitrators, the Royal Institution of Chartered Surveyors, the Hong Kong Institute of Chartered Secretaries and a member of the Royal Town Planning Institute since July 2000, November 2000, January 2001, January 2006, October 2012 and January 2007, respectively. Prof. Pong registered as a chartered building engineer by the Chartered Association of Building Engineers in February 2014.

Save as disclosed above, Prof. Pong did not hold any directorships in any other listed public company (whether in Hong Kong or overseas) in the last three years.

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APPENDIX II DETAILS OF DIRECTORS FOR RE-ELECTION

As at the Latest Practicable Date, Prof. Pong does not have any interest or short position in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, Prof. Pong does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company.

Prof. Pong entered into a renewed letter of appointment with the Company under which Prof. Pong is appointed for a fixed term of three years commencing from November 2020. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The annual director's fee payable to Prof. Pong under the renewed letter of appointment is HK$120,000 which was determined by reference to his duties and responsibilities with the Company and market conditions.

Save as disclosed above, there are no other matters concerning Prof. Pong that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Prof. Pong made an annual written confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The Board is of the view that Prof. Pong meets the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and is independent. Prof. Pong possesses extensive experience in commercial and legal field and corporate governance and has demonstrated his ability to provide an independent view to the Company's affairs during his tenure in office. The Board considers to enhance its diversity with different expertise when re-election of an independent non- executive Director. The Board is of the view that Prof. Pong will continue to bring further contribution, independent and objective perspectives to the Company's affairs.

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NOTICE OF THE ANNUAL GENERAL MEETING

Shuang Yun Holdings Limited

雙運控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1706)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Shuang Yun Holdings Limited (the "Company") will be held at 10:00 a.m. on Friday, 28 May 2021 at #02-01, Main Meeting Room, No. 4 Sungei Kadut Street 2, Sungei Kadut Industrial Estate, Singapore 729226 for the following purposes:

1. To receive, consider and adopt the audited financial statements, the report of the directors and the independent auditor's report of the Company for the year ended 31 December 2020.
2. (A) To re-elect Mr. Tan Chai Ling (alias Mr. Chen Zhilong) as an executive director of the Company;
3. 1. To re-elect Prof. Pong Kam Keung as an independent non-executive director of the Company; and
   2. To authorize the board of directors of the Company (the "Board") to fix the directors' remuneration.
4. To re-appoint RSM Hong Kong as the auditor of the Company and to authorize the Board to fix their remuneration.

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NOTICE OF THE ANNUAL GENERAL MEETING

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

1. "THAT:
2. 1. subject to paragraph (c) below, pursuant to Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period (as defined below);

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NOTICE OF THE ANNUAL GENERAL MEETING

1. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme or similar arrangements of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the amended and restated articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the aggregate number of shares of the share capital of the Company in issue on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly; and
2. 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:
3. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by the amended and restated articles of association of the Company or any applicable law of the Cayman Islands to be held; or
   3. the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

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NOTICE OF THE ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of shares (subject to such exclusion 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 the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong)."

1. "THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the shares of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
   2. the aggregate number of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph
   3. 1. of this resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be purchased as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

1. 1. 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:
   2. 1. the conclusion of the next annual general meeting of the Company; or
      2. the expiration of the period within which the next annual general meeting of the Company is required by the amended and restated articles of association of the Company or any applicable law of the Cayman Islands to be held; or
      3. the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
2. "THAT subject to the passing of resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution numbered 4(A) as set out in the Notice be extended by the addition to the aggregate number of the shares of the Company which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate number of shares of the Company purchased by the Company pursuant to the mandate to purchase shares of the Company referred to in the resolution numbered 4(B) as set out in the Notice, provided that such extended amount shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing of this resolution."

By Order of the Board

Shuang Yun Holdings Limited

Tan Chai Ling

(alias Chen Zhilong)

Chairman and Executive Director

Hong Kong, 22 April 2021

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NOTICE OF THE ANNUAL GENERAL MEETING

Head Office and Principal Place of Business in Singapore:

No. 4 Sungei Kadut Street 2

Sungei Kadut Industrial Estate

Singapore 729226

Principal Place of Business in Hong Kong:

Unit B, 17/F

United Centre

95 Queensway Hong Kong

Notes:

1. Any member of the Company ("Member") entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the general meeting of the Company. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.
2. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
3. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, at the Company's branch share registrar and transfer office 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 for holding the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish.

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