Come Sure : RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES, RETIREMENT OF RETIRING DIRECTORS AND PROPOSED 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 or as to the action to be taken, you should consult your licensed securities dealer 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 Come Sure Group (Holdings) Limited (the "Company"), you should at once hand this circular with the enclosed 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 the 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.

COME SURE GROUP (HOLDINGS) LIMITED

錦 勝 集 團（ 控 股 ）有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00794)

RENEWAL OF GENERAL MANDATES

TO ISSUE NEW SHARES AND BUY-BACK SHARES,

RETIREMENT OF RETIRING DIRECTORS AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting (the "AGM") of Come Sure Group (Holdings) Limited to be held on 7 September 2020 (Monday) at 10:00 a.m. at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages 14 to 19 of this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, 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. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In order to prevent the spread of novel coronavirus ("COVID-19") pandemic and to safeguard the health and safety of Shareholders, the Company will implement the following precautionary measures at the AGM including, without limitation:

• compulsory body temperature checks;
• compulsory wearing of a surgical face mask;
• no distribution of corporate gift or refreshment; and
• appropriate seating arrangement in line with the guidance from the Hong Kong Government will be made.

Any person who does not comply with the precautionary measures may be denied entry into the meeting venue. All attendees are requested to wear surgical face masks at all time at the meeting venue. The Company also encourages its shareholders to consider appointing the chairman of the meeting as its/his/her proxy to vote on the relevant resolutions at the AGM as an alternative to attending the meeting in person. Shareholders are advised to read page 1 of this circular for further details and monitor the development of COVID-19.

• for identification purpose only

31 July 2020

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I  -  EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . .	8
APPENDIX II  -  DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . .	14

i

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 situation, the Company will implement the following precautionary measures at the AGM to protect attending Shareholders, staff and stakeholders from the risk of infection which include without limitation:

• Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendees at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius or any person which exhibits any flu-like symptoms may be denied entry into the meeting venue or be required to leave the meeting venue at the Company's discretion.
• Each attendee will be required wear a surgical face mask throughout the meeting and inside the AGM venue, and to maintain a safe distance between seats.
• Each attendee may be asked whether (i) he/she has travelled outside of Hong Kong within 14 days immediately before the AGM; AND (ii) he/she is subject to any Hong Kong Government prescribed quarantine requirement. Any person who responds in the affirmative to any of these questions will be denied entry into the AGM venue or be required to leave the AGM venue.
• No corporate gift or refreshment will be distributed or served at the AGM.
• Appropriate seating arrangement at the AGM venue in line with the guidance from the Hong Kong Government will be made.

In addition, the Company reminds all Shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this circular.

If any Shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to our registered office or to our email at [e-mail].

As the COVID-19 situation continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to Shareholders and others attending the AGM and to comply with any requirements or recommendations of any government agencies from time to time.

1

DEFINITIONS

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

"AGM" or "Annual General	the annual general meeting of the Company to be held on 7
Meeting"	September 2020 (Monday) at 10:00 a.m. at 10/F, United Centre, 95
	Queensway, Admiralty, Hong Kong;
"Articles"	the articles of association of the Company;
"Board"	the board of Directors;
"Buy-back Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to exercise all powers of the Company to buy-back Shares
	set out as resolution no. 5 in the Notice of the AGM;
"CHONG Family Trust"	an irrevocable discretionary trust set up by Mr. CHONG Kam Chau
	as settlor and HSBC International Trustee Limited as trustee on 2
	February 2009. The beneficiaries of which include Mr. CHONG Kam
	Chau, Ms. CHAN Po Ting, Mr. CHONG Wa Pan, Mr. CHONG Wa
	Ching and Mr. CHONG Wa Lam and Mr. CHONG Kam Shing, who
	is the son of Mr. CHONG Wa Pan. Ms. CHAN Po Ting is the spouse
	of Mr. CHONG Kam Chau whereas Mr. CHONG Wa Pan,
	Mr. CHONG Wa Ching and Mr. CHONG Wa Lam are the sons of
	Mr. CHONG Kam Chau;
"close associates"	has the same meaning described thereto under the Listing Rules;
"Company"	Come Sure Group (Holdings) Limited, a company incorporated in the
	Cayman Islands with limited liability and the Shares of which are
	listed on the Stock Exchange;
"Controlling Shareholder(s)"	has the same meaning described thereto under the Listing Rules;
"core connected person"	has the same meaning described thereto under the Listing Rules;
"Director(s)"	the director or directors of the Company;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong;

2

	DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Issue Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to exercise all powers of the Company to allot and issue
	Shares set out as resolution no. 4 in the Notice of the AGM;
"Latest Practicable Date"	23 July 2020, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information for inclusion in this
	circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange;
"Memorandum"	the memorandum of association of the Company;
"Notice of the AGM"	the notice convening the AGM set out on pages 14 to 19 of this
	circular;
"PRC"	the People's Republic of China, and for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region of
	the PRC and Taiwan;
"RMB"	Renminbi, the lawful currency of the PRC;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
"Share(s)"	ordinary share(s) of HK$0.01 each in the capital of the Company;
"Shareholder(s)"	holder(s) of (a) Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Substantial Shareholder(s)"	has the same meaning described thereto under the Listing Rules; and
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs.

3

LETTER FROM THE BOARD

COME SURE GROUP (HOLDINGS) LIMITED

錦 勝 集 團（ 控 股 ）有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00794)

Executive Directors:	Registered Office:
Mr. CHONG Kam Chau (Chairman)	P. O. Box 1350
Mr. CHONG Wa Pan	Clifton House
(Chief Executive Officer and President)	75 Fort Street
Mr. CHONG Wa Ching	Grand Cayman KY1-1108
	Cayman Islands
Independent non-executive Directors:
Mr. CHAU On Ta Yuen	Head Office and Principal Place
Ms. TSUI Pui Man	of Business in Hong Kong:
Mr. LAW Tze Lun	Units 8-10, 8th Floor
	Cornell Centre
	50 Wing Tai Road
	Chai Wan
	Hong Kong
	31 July 2020
To the Shareholders
Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES

TO ISSUE NEW SHARES AND BUY-BACK SHARES,

RETIREMENT OF RETIRING DIRECTORS AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Buy-back Mandate and the extension of the Issue Mandate by addition thereto of the

• for identification purpose only

4

LETTER FROM THE BOARD

number of Shares which may be bought-back pursuant to the Buy-back Mandate; (ii) set out an explanatory statement regarding the Buy-back Mandate; (iii) furnish you with details of the proposed re-election of retiring Directors; and (iv) give you the notice of the AGM.

GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES

Ordinary resolutions will be proposed at the AGM to grant to the Directors the following general mandates:

1. to allot, issue and otherwise deal with new Shares not exceeding 20% of the number of issued Shares as at the date of the passing of the proposed resolution at the AGM; and
2. to buy-back Shares not exceeding 10% of the number of issued Shares as at the date of the passing of the proposed resolution at the AGM.

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

The Directors have no present intention to exercise the Issue Mandate or the Buy-back Mandate (if granted to the Directors at the AGM).

As at the Latest Practicable Date, a total of 347,258,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Share will be issued and/or bought-back by the Company prior to the AGM, the Company would be allowed to issue a maximum of 69,451,600 Shares under the Issue Mandate and buy-back a maximum of 34,725,800 Shares under the Buy-back Mandate. The Issue Mandate (including the extended Issue Mandate) and the Buy-back Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extended Issue Mandate) and the Buy-back Mandate (as the case may be) up to the earliest of: (i) the conclusion of the next annual general meeting of the Company unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of Hong Kong or the laws of the Cayman Islands or the Articles to be held; or (iii) the revocation or variation of the Issue Mandate (including the extended Issue Mandate) or the Buy-back Mandate (as the case may be) by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement containing information regarding the Buy-back Mandate is set out in the Appendix I to this circular.

5

LETTER FROM THE BOARD

RETIREMENT OF DIRECTORS AND PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Each of Mr. CHONG Wa Ching and Ms. TSUI Pui Man will retire from office as Directors by rotation at the AGM. All of them, being eligible, offer themselves for re-election at the AGM.

The Nomination Committee of the Company has reviewed and assessed the background, expertise and experience of the re-electing Directors, having regard to the Board Diversity Policy of the Company taking into consideration different diversity factors such as gender, age, cultural and educational background, skills and professional experience, knowledge, length of service and time devotion. The Nomination Committee recommends the re-electing Directors to stand for re-election.

Recommendation of the Nomination Committee with respect to the independent non-executive Directors subject to re-election at the AGM

In regards to the independence of Ms. TSUI Pui Man, she does not hold any cross-directorships or have any significant links with other Directors through involvement in other companies or bodies so her independent judgment would not be interfered. Ms. TSUI has provided a written confirmation based on the independence criteria as set out in Rule 3.13 of the Listing Rules and the Nomination Committee is satisfied that Ms. TSUI meets the independence criteria set out in Rule 3.13 of the Listing Rules and is independent. In addition, the Nomination Committee had evaluated her respective performance and is of the view that she has provided valuable contributions to the Company and has demonstrated her abilities to provide independent, balanced and objective view to the Company's affairs.

The Nomination Committee is also of the view that Ms. TSUI would bring to the Board her own perspectives, skills and experiences, as further described in her respective biography in the Appendix II to this circular.

Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Ms. TSUI can contribute to the diversity of the Board, in particular, with her strong and diversified educational background and professional experience.

Therefore, the Board, with the recommendation of the Nomination Committee, has nominated Ms. TSUI for re-election as an independent non-executive Director at the AGM.

Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

RE-APPOINTMENT OF AUDITORS

The Board (which has agreed with the recommendation of the audit committee of the Company) has recommended that, subject to the approval of the Shareholders at the AGM, HLM CPA LIMITED be re-appointed as the auditors of the Company.

6

LETTER FROM THE BOARD

AGM

A notice convening the AGM to be held on 7 September 2020 (Monday) at 10:00 a.m. at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages 14 to 19 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

Under Rule 13.39(4) of the Listing Rules, all resolutions set out in the Notice of the AGM will be decided by poll. The chairman of the AGM will demand, pursuant to Article 72(a) of the Articles, that all resolutions set out in the Notice of the AGM be decided by poll.

For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from 2 September 2020 to 7 September 2020, both days inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all transfer of Shares, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on 1 September 2020.

You will find enclosed a proxy form for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, 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 less than 48 hours before the time appointed for holding the AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof, should you so wish.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Buy-back Mandate, the extension of the Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the relevant resolutions as set out in the Notice of the AGM at the forthcoming AGM.

Yours faithfully,

By order of the Board

Come Sure Group (Holdings) Limited

CHONG Kam Chau

Chairman

7

APPENDIX I	EXPLANATORY STATEMENT

This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the buy-back Mandate proposed to be granted to the Directors.

1. LISTING RULES FOR BUY-BACKS OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to buy-back their shares on the Stock Exchange subject to certain restrictions as follows:

1. the shares proposed to be bought-back by the company are fully-paid up;
2. the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
3. its shareholders have given a specific approval or a general mandate to its directors to make the buy-back(s), by way of an ordinary resolution and which has been passed at a general meeting of the company duly convened and held.

2. FUNDING AND IMPACT OF BUY-BACKS

Any buy-back will be made out of funds which are legally available for the purpose in accordance with the Memorandum and the Articles, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not buy-back 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. As compared with the financial position of the Company as at 31 March 2020 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed buy-backs were to be carried out in full during the proposed buy-back period.

The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR BUY-BACKS

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Directors to buy-back Shares on the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders.

8

APPENDIX I	EXPLANATORY STATEMENT

4. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised of 347,258,000 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and buy-back Shares and on the basis that no further Shares are issued or bought-back between the Latest Practicable Date and the AGM, the Directors would be authorised to exercise the powers of the Company to buy-back a maximum of 34,725,800 Shares, being 10% of the number of issued Shares.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and the Articles.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the shareholding, 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 and insofar the Directors are aware of, the only Controlling Shareholder was Perfect Group Version Limited ("Perfect Group"), which owned 233,000,000 Shares (representing approximately 67.10% of the number of issued Shares). In the event that the Buy-back Mandate was exercised in full, the total interests of Perfect Group would be increased to approximately 74.55%. On the basis of the aforesaid increase of shareholding held by Perfect Group, the Directors are not aware of any consequences of such buy-backs of Shares that would result in the Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Buy-back Mandate were exercised in full. Moreover, the Directors do not intend to exercise the power to buy-back Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. If the exercise of the Buy-back Mandate in full would result in insufficient public float of the Company, the Directors have no intention to exercise the Buy-back Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.

9

APPENDIX I	EXPLANATORY STATEMENT

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Buy-back Mandate is granted, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make buy-backs of Shares.

8. SHARE BUY-BACK MADE BY THE COMPANY

The Company had bought-back a total of 1,742,000 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, details of which are as follows:

		No. of Shares	Price paid per Share
Date of buy-back		bought-back	Highest	Lowest
				HK$	HK$
25	March 2020	106,000	0.50	0.50
26	March 2020	200,000	0.50	0.50
30	March 2020	316,000	0.51	0.51
01	April 2020	1,120,000	0.51	0.51
Total	1,742,000

Save as disclosed above, the Company had not bought-back any Shares during the six months immediately preceding the Latest Practicable Date.

10

APPENDIX I	EXPLANATORY STATEMENT

9. SHARE PRICES

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

	Shares prices
	(per share)
	Highest	Lowest
	HK$	HK$
2019
January	0.82	0.73
February	0.81	0.72
March	0.82	0.74
April	0.83	0.76
May	0.80	0.75
June	0.75	0.68
July	0.74	0.58
August	0.63	0.52
September	0.60	0.50
October	0.62	0.54
November	0.59	0.55
December	0.64	0.57
2020
January	0.60	0.54
February	0.64	0.55
March	0.58	0.47
April	0.56	0.50
May	0.52	0.43
June	0.55	0.38
July (till the Latest Practicable Date)	0.70	0.50

11

APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Set out below are details of the proposed Directors to be retired and proposed to be re-elected at the AGM.

Mr. CHONG Wa Ching

Mr. CHONG Wa Ching (莊華清先生), aged 43, is the second son of Mr. CHONG Kam Chau, the elder brother of Mr. CHONG Wa Lam (a senior management of the Company), the younger brother of Mr. CHONG Wan Pan (an executive Director, the Chief Executive Officer and President of the Company). Mr. CHONG Wa Ching is a director of Century Shiny Investment Limited, Cheer Fame Asia Limited, Fortune Port Technology Limited, Come Sure Packing Products (Shenzhen) Company Limited, Kechen Technology Limited, Playful Games Holdings Limited, Sky Achiever Holdings Limited, Superb Speed Limited, Think Speed Group Limited, Turbo Best Holdings Limited and Wise Luck International (HK) Limited (all of which are subsidiaries of the Company). He joined the Group in August 2000 and is responsible for the strategic planning and control of the procurement and logistic activities of the Group, management of capital market operations, and investors' relationship. Mr. CHONG Wa Ching holds a Bachelor's degree in Business (Information Technology) from Swinburne University of Technology in Australia and a Master's Degree in Business from the University of Newcastle in Australia via distance learning. Mr. CHONG Wa Ching is a member of the Political Consultative Conference of Shanxi Province (山西省政協委員), a committee member of China Federation of Youth Committee (中國僑聯青 年委員會委員), the vice-chairman of the Shanxi Federation of Youth Committee (山西省僑聯青年委員 會副主席), a youth standing committee of Shanxi Province (山西省青年常委), an executive director of the Shanxi Association of Overseas Liaison (山西省海外聯誼會常務理事).

Save as disclosed above, Mr. CHONG Wa Ching did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. CHONG Wa Ching is deemed, or taken to be, interested in 233,000,000 Shares (67.10% of the number of issued Shares) within the meaning of Part XV of the SFO, of which all shares were held by Perfect Group. The entire issued shares of Perfect Group are held by Jade City Assets Limited, which is in turn held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust. As Mr. CHONG Wa Ching is one of the beneficiaries of the CHONG Family Trust, he is deemed, or taken to be, interested in all the interest in the Shares which are beneficially owned by Perfect Group for the purposes of the SFO. Save as disclosed above, Mr. CHONG Wa Ching does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, he does not have any relationship with other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. CHONG Wa Ching has entered into a director's service agreement with the Company for an initial term of two years commencing on 26 February 2019, which may be terminated by either party giving to the other party not less than three month's prior written notice and is entitled to receive a basic annual salary of HK$1,140,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group. Mr. CHONG Wa Ching is also entitled to a discretionary year end bonus subject to the determination of the Board.

12

APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Save as disclosed above, there are no other matters relating to the re-election of Mr. CHONG Wa Ching that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

Ms. TSUI Pui Man

Ms. TSUI Pui Man (徐珮文女士), aged 63, was appointed as an independent non-executive Director on 5 February 2009. She is a practising lawyer in Hong Kong. Ms. TSUI holds a Bachelor's degree in Arts and a Bachelor's degree in Law from the University of Hong Kong. Ms. TSUI is a qualified solicitor in Hong Kong (admitted in 1988), England and Wales, Australia and Singapore. She is also a Notary Public and a China-Appointed Attesting Officer. Ms. TSUI was a member of Disciplinary Panel of Hong Kong Certified Public Accountants.

Save as disclosed above, Ms. TSUI does not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group, and save as disclosed, he does not have other major appointments and professional qualifications.

Save as disclosed above, Ms. TSUI does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. TSUI does not have any relationship with other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Ms. TSUI has entered into a director's service agreement with the Company for a term of two year commencing on 26 February 2019, which may be terminated by either party giving to the other party not less than one month's prior written notice and is entitled to receive a basic annual fee of HK$120,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities with the Group.

Save as disclosed above, there are no other matters relating to the re-election of Ms. TSUI that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraphs 13.51(2)(h) to (v) of the Listing Rules.

13

NOTICE OF ANNUAL GENERAL MEETING

COME SURE GROUP (HOLDINGS) LIMITED

錦 勝 集 團（ 控 股 ）有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00794)

NOTICE IS HEREBY GIVEN that an annual general meeting of Come Sure Group (Holdings) Limited (the "Company") will be held on 7 September 2020 (Monday) at 10:00 a.m. at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong (and at any adjournment thereof) (the "Meeting") for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 March 2020.
2. To re-appoint HLM CPA LIMITED as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
3. (a) To re-elect Mr. CHONG Wa Ching as an executive director of the Company.
4. 1. To re-elect Ms. TSUI Pui Man as an independent non-executive director of the Company.
   2. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
5. "THAT:

• 1. subject to paragraphs (C) and (D) of this resolution below, and pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") of 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 hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company), which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
• for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (A) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures and other securities which carry rights to subscribe for or are convertible into shares of the Company), the making or granting of which would or might require the exercise of such powers by the Directors (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period;
2. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company before the date of the passing of this resolution or any securities which are issued before the date of the passing of this resolution and convertible into shares of the Company, shall not exceed 20% of the number of issued Shares at the time of passing this resolution, and the said approval shall be limited accordingly; and
3. the Company may not issue securities convertible into shares for cash consideration unless the initial conversion price is not lower than the benchmarked price (as defined below) of the shares at the time of the placing, and the Company may not issue warrants, options or similar rights to subscribe for (i) any new shares of the Company; or (ii) any securities convertible into new shares of the Company; for cash consideration;

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   "benchmarked price" means the higher of (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the general mandate to be approved under this resolution; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (iii) the date on which the placing or subscription price is fixed.
   "Relevant Period" means the period from the time 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 unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
   2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of Hong Kong or the laws of the Cayman Islands or the Company's articles of association to be held; 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.

"Rights Issue" means an offer of shares of the Company open for a period fixed by the Directors to holders of shares 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 to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange)."

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NOTICE OF ANNUAL GENERAL MEETING

5. "THAT:

1. subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to buy-back issued shares in the capital 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 of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to buy-back such shares are subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or any other stock exchange as amend from time to time, be and is hereby, generally and unconditionally approved;
2. the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy-back its shares at a price determined by the Directors;
3. the aggregate number of shares of the Company which is authorised to be bought-back by the Directors pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the number of issued shares of the Company as at the time of passing this resolution and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
   2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of Hong Kong or the laws of the Cayman Islands or the Company's articles of association to be held; 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."

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NOTICE OF ANNUAL GENERAL MEETING

6. "THAT conditional upon the passing of resolutions No. 4 and No. 5 as set out in this notice convening the Meeting of which this resolution forms part, the general mandate granted to the Directors pursuant to resolution No. 4 as set out in this notice convening the Meeting of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the number of issued Shares bought-back by the Company under the authority granted pursuant to resolution No. 5 as set out in this notice convening the Meeting of which this resolution forms part, provided that such amount shall not exceed 10% of the number of issued Shares as at the date of passing this resolution."

By order of the Board

Come Sure Group (Holdings) Limited

CHONG Kam Chau

Chairman

Hong Kong, 31 July 2020

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/ her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
3. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the Meeting.
4. To be valid, the instrument appointing a proxy and (if required by the board of Directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
5. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
6. Where there are joint registered holders of any shares, any one of such joint registered holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting, the vote of the senior 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.
7. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
8. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the Ordinary Resolution No. 5 as set out in this notice is enclosed in Appendix I to the Company's circular dated 31 July 2020 (the "Circular").

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NOTICE OF ANNUAL GENERAL MEETING

9. For the purposes of determining shareholders' eligibility to attend and vote at the Meeting, the transfer books and register of members of the Company will be closed. Details of such closures are as follows:

Latest time to lodge transfer documents	4:30 p.m. on 1 September 2020 (Tuesday)
for registration
Closure of register of members	2	September (Wednesday) to 7 September 2020 (Monday), both
	days inclusive
Record date	7	September 2020 (Monday)

During such closure periods, no share transfers will be effected. To be eligible to attend and vote at the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than the aforesaid latest time to lodge transfer documents for registration.

1. With regard to resolution no. 3 above, Mr. CHONG Wa Ching is proposed to be re-elected as an executive Director and Ms. TSUI Pui Man is proposed to be re-elected as an independent non-executive Director at the Meeting. The biographical details and interests in the securities of the Company (if any) of Mr. CHONG Wa Ching and Ms. TSUI Pui Man are set out in Appendix II to the Circular.
2. A form of proxy for use at the Meeting is enclosed.
3. As at the date of this notice, the Board comprises three executive Directors, namely Mr. CHONG Kam Chau, Mr. CHONG Wa Pan and Mr. CHONG Wa Ching; and three independent non-executive Directors, namely Mr. CHAU On Ta Yuen, Ms. TSUI Pui Man and Mr. LAW Tze Lun.
4. If tropical cyclone warning signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at 7:00 a.m. on the date of the Meeting, the Meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The Meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.
5. In order to prevent the spread of COVID-19 pandemic and to safeguard the health and safety of Shareholders, the Company will implement precautionary measures at the AGM. Shareholders are advised to read page 1 of the Circular for further details and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
6. In light of the continuing risks posed by the COVID-19 pandemic, the Company encourages Shareholders to appoint the chairman of the Meeting as their proxy to vote on the relevant resolution(s) as an alternative to attending the Meeting in person.
7. In case the venue is being closed on the date of Meeting due to COVID-19, the Company will post an announcement on the Stock Exchange and the Company's website notifying Shareholders of the date, time and place of the adjourned meeting.

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