Fullwealth International : (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSED RE-APPOINTMENT OF AUDITOR AND (4) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of 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 FULLWEALTH INTERNATIONAL GROUP HOLDINGS LIMITED (the "Company"), you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

This circular, for which the directors of the Company (the "Directors") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

FULLWEALTH INTERNATIONAL GROUP HOLDINGS LIMITED

富 匯 國 際 集 團 控 股 有 限 公 司

(Formerly known as "Fullwealth Construction Holdings Company Limited

富匯建築控股有限公司")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1034)

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
2. 1. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
   2. 1. PROPOSED RE-APPOINTMENT OF AUDITOR

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting ("AGM") of the Company to be held at 18/F, Prosperity Tower, 39 Queen's Road Central, Hong Kong, on, Tuesday, 11 May 2021 at 9:30 a.m. is set out on pages 19 to 23 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.

This circular will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange at www.hkexnews.hk for 7 days from the date of its posting. This circular will also be posted on the Company's website at www.fullwealth.hk.

In compliance with the Hong Kong Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 ("COVID-19"), the Company will implement the following precautionary measures at the AGM including, without limitation:

• wearing of surgical face masks;
• compulsory body temperature screening;
• no distribution of corporate gift or refreshment;
• mandatory health declaration - anyone subject to the Hong Kong Government's prescribed quarantine or who has travelled overseas within 14 days immediately before the date of the AGM will be denied entry into the AGM venue; and
• appropriate seating arrangement in line with the guidance from the Hong Kong Government will be made.

The Company strongly advises Shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolution(s) as an alternative to attending the AGM in person. Shareholders are advised to read page 1 of this 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.

9 April 2021

		CONTENTS
			Page
PRECAUTIONARY MEASURES FOR THE AGM. . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II	-	DETAILS OF DIRECTORS PROPOSED TO
		BE RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF AGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In compliance with the Hong Kong Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health ("CHP") on the prevention of COVID-19, the Company will implement precautionary measures at the AGM in the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the AGM (the "Stakeholders") which include without limitation:

1. Every attendee will be required to wear a surgical face mask throughout the AGM and inside the AGM venue. Attendees are advised to maintain appropriate social distance with each other at all times when attending the AGM.
2. There will be compulsory body temperature screening for all persons before entering the AGM venue. Any person with a body temperature of 37.3 degrees Celsius or above or any person which exhibits any flu-like symptoms may be denied entry into the EGM venue or be required to promptly leave the AGM venue.
3. No refreshment will be served, and there will be no corporate gift.
4. Attendees may be asked (i) if he/she has travelled outside of Hong Kong within 14 days immediately before the AGM; AND (ii) if he/she is subject to any Hong Kong Government prescribed quarantine requirement. Any person who responds positively to any of these questions will be denied entry into the AGM venue.
5. Anyone attending the AGM is reminded to observe good personal hygiene at all times.
6. Appropriate seating arrangement at the AGM venue in line with the guidance from the Hong Kong Government will be made.
7. In light of the continuing risks posed by the COVID-19 pandemic, and in the interests of protecting the Stakeholders, the Company is supportive of the precautionary measures being adopted and reminds Shareholders that physical attendance in the AGM is not necessary for the purpose of exercising voting rights. The Company strongly advises Shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolution(s) as an alternative to attending the AGM in person.
8. Shareholders are advised to 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.
9. Health education materials and up-to-date development on COVID-19 can be found on the CHP website (www.chp.gov.hk) and the website of the Hong Kong Government on COVID-19 (www.coronavirus.gov.hk).

- 1 -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be
	convened and held at 18/F, Prosperity Tower, 39
	Queen's Road Central, Hong Kong, on Tuesday, 11
	May 2021 at 9:30 a.m, the notice of AGM is set out on
	pages 19 to 23 of this circular
"AGM Notice"	the notice convening the AGM is set out on pages 19
	to 23 of this circular
"Articles of Association"	the articles of association of the Company as amended,
	supplemented or otherwise modified from time to time
	and "Article" shall mean an article of the Articles of
	Association
"Board"	the board of Directors
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	Fullwealth International Group Holdings Limited（富匯
	國際集團控股有限公司）, a company incorporated in the
	Cayman Islands with limited liability, the Shares of
	which are listed on the Main Board of the Stock
	Exchange since the Listing Date
"connected person(s)"	has the meanings ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all power of the
	Company to allot, issue and otherwise deal with Shares
	of the Company up to 20% of the issued share capital
	of the Company on the date of AGM as set out in
	resolution no. 4 of the AGM Notice
"Latest Practicable Date"	31 March 2021, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained therein

- 2 -

	DEFINITIONS
"Listing Date"	30 October 2018, being the date the Shares first
	becoming listed on the Main Board of the Stock
	Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange as amended from time to time
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all powers of the
	Company to repurchase shares of the Company up to
	10% of the issued share capital of the Company on the
	date of AGM, as set out in resolution no. 5 in the
	AGM Notice
"SFO"	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong as amended and supplemented
	from time to time
"Share(s)"	share(s) of nominal value of HK$0.01 each in the share
	capital of the Company
"Shareholder(s)"	the holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the meanings ascribed to it under the Listing Rules
"Takeovers Code"	The Codes on Takeovers and Mergers and Share
	Buybacks as approved by the Securities and Futures
	Commission of Hong Kong, as amended, modified or
	otherwise supplemented from time to time
"%"	per cent.

- 3 -

LETTER FROM THE BOARD

FULLWEALTH INTERNATIONAL GROUP HOLDINGS LIMITED

富 匯 國 際 集 團 控 股 有 限 公 司

(Formerly known as "Fullwealth Construction Holdings Company Limited

富匯建築控股有限公司")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1034)
Executive Directors:	Registered office:
Ms. Liu Xinyi (Chief Executive Officer)	Windward 3, Regatta Office Park,
Mr. Wong Chun Man	PO Box 1350,
	Grand Cayman KYl-1108,
Non-executive Director:	Cayman Islands
Ms. Ma Xiaoqiu (Chairman)
	Principal place of
Independent Non-executive Directors:	business in Hong Kong:
Mr. Chen Wen	Shops 11 -12, G/F
Mr. Leung Ho Chi	Leung Choy Building
Mr. Peng Peng	2-44 Ping Fai Path, Yuen Long
	New Territories, Hong Kong
	9 April 2021
To the Shareholders
Dear Sir/Madam,

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
2. 1. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
   2. 1. PROPOSED RE-APPOINTMENT OF AUDITOR

AND

(4) 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 Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate;

1. set out an explanatory statement regarding the Repurchase Mandate; (iii) furnish you with details of the proposed re-election of Directors; (iv) furnish you with details of re-appointment of auditor; and (v) provide you with the AGM Notice.

GENERAL MANDATE TO ISSUE SHARES

The Company's existing mandate to issue Shares was approved by ordinary resolutions at the annual general meeting held on 11 June 2020. Such mandate will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the

- 4 -

LETTER FROM THE BOARD

Directors new general and unconditional mandate to allot, issue and otherwise deal with Shares of up to 20% of the total number of the issued Shares as at the date of passing of the relevant resolution.

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

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

The Issue Mandate allows the Company to allot, issue and otherwise deal with Shares only during the period from the date of passing of the relevant resolution and ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company (the "Relevant Period").

As at the Latest Practicable Date, the existing general mandate has not been utilised and the issued share capital of the Company comprised 1,600,000,000 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Directors would be authorised to allot, issue and otherwise deal with a maximum of 320,000,000 new Shares under the Issue Mandate, representing 20% of the total number of the issued Shares as at the date of the AGM.

GENERAL MANDATE TO REPURCHASE SHARES

The Company's existing mandate to repurchase Shares was approved by ordinary resolutions at the annual general meeting held on 11 June 2020. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to repurchase Shares of up to 10% of the total number of the issued Shares as at the date of passing of the relevant resolution. The Repurchase Mandate will allow the Company to make repurchases only during the Relevant Period.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,600,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Company would be allowed to repurchase a maximum of 160,000,000 Shares under the Repurchase Mandate, representing 10% of the total number of the issued Shares as at the date of the AGM.

- 5 -

LETTER FROM THE BOARD

EXTENSION OF ISSUE MANDATE

In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to authorise the Directors to extend the Issue Mandate to allot and issue Shares by an amount of shares representing the aggregate nominal value of shares of the Company purchased or repurchased by the Company pursuant to the authority granted to the Directors under the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution for approving the Repurchase Mandate.

An explanatory statement required to be sent to the Shareholders under the Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Repurchase Mandate to the Shareholders.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board consisted of six Directors, namely:

Executive Directors:

Ms. Liu Xinyi

Mr. Wong Chun Man

Non-executive Director:

Ms. Ma Xiaoqiu

Independent non-executive Directors:

Mr. Chen Wen

Mr. Leung Ho Chi

Mr. Peng Peng

In accordance with Article 108 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 three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.

Further, according to Articles 111 and 112 of the Articles of Association, any Director appointed by the Board or by ordinary resolution in general meeting either to fill a causal vacancy or as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company. The Directors to retire at an annual general meeting of the Company shall not be taken into account in determining who are to retire by rotation at such annual general meeting.

Accordingly, each of Ms. Liu Xinyi, Mr. Wong Chun Man, Ms. Ma Xiaoqiu, Mr. Chen Wen, Mr. Leung Ho Chi and Mr. Peng Peng, being the Director appointed by the Board after the last annual general meeting, will retire and eligible, offer themselves for re-election.

- 6 -

LETTER FROM THE BOARD

The nomination committee of the Company (the "Nomination Committee") had reviewed the independence of Mr. Chen Wen, Mr. Leung Ho Chi and Mr. Peng Peng, and each of Mr. Chen Wen, Mr. Leung Ho Chi and Mr. Peng Peng also submitted annual confirmation to the Company on his fulfillment of the independence guidelines set out in rule 3.13 of the Listing Rules. After due consideration, the Board confirmed that each of Mr. Chen Wen, Mr. Leung Ho Chi and Mr. Peng Peng continue to be considered as an independent non-executive Director and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. Mr. Chen Wen, Mr. Leung Ho Chi and Mr. Peng Peng had abstained from deliberation and decision in respect of assessment of his own independence. The Company has in place a nomination policy which sets out, inter alia, the selection criteria (the "Criteria") and the evaluation procedures in nomination candidates to be appointed or re-appointed as Directors. The re-appointment of each of Ms. Liu Xinyi, Mr. Wong Chun Man, Ms. Ma Xiaoqiu, Mr. Chen Wen, Mr. Leung Ho Chi and Mr. Peng Peng was recommended by the Nomination Committee, and the Board has accepted the recommendations following a review of their overall contribution and service to the Company including their attendance of Board meetings and general meeting, the level of participation and performance on the Board, and whether they continue to satisfy the Criteria.

Biographical details of the retiring Directors are set out in Appendix II to this circular.

RE-APPOINTMENT OF AUDITOR

Crowe (HK) CPA Limited will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

Upon the recommendation of the audit committee of the Company (the "Audit Committee"), the Board proposed to re-appoint Crowe (HK) CPA Limited as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

CLOSURE OF REGISTER OF MEMBERS

The forthcoming AGM is scheduled to be held on Tuesday, 11 May 2021. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 6 May 2021 to Tuesday, 11 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to attend and vote at AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 5 May 2021.

AGM

A notice convening the AGM to be held at 18/F, Prosperity Tower, 39 Queen's Road Central, Hong Kong, on Tuesday, 11 May 2021 at 9:30 a.m. is set out on pages 19 to 23 of this circular. A form of proxy for use by Shareholders at the AGM is enclosed with this

- 7 -

LETTER FROM THE BOARD

circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire and in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice convening the AGM will be voted by poll and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 13.39(5) of Listing Rules.

RECOMMENDATIONS

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the re-appointment of auditor and the re-election of the retiring Directors 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 and as set out in the AGM Notice.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL INFORMATION

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

By Order of the Board

Fullwealth International Group Holdings Limited

Liu Xinyi

Executive Director

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement as required under the Listing Rules to provide the requisite information to the Shareholders for consideration of the Repurchase Mandate pursuant to Rules 10.06 of the Listing Rules.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,600,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of AGM, the Company will be allowed to repurchase a maximum of 160,000,000 Shares during the Relevant Period.

2. SOURCE OF FUNDS

The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from the Company's internal resources.

In repurchasing the Shares, the Company may only apply funds which are legally available for such purposes in accordance with the constitutive documents of the Company, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company will not purchase the Shares on Main Board of the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

3. REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of exercising the proposed Repurchase Mandate, the Directors believe that the flexibility afforded by the proposed Repurchase Mandate would be beneficial to the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that repurchase of Shares will benefit the Company and Shareholders as a whole.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the 12 months immediately preceding to the Latest Practicable Date were as follows:

	Share Prices
	Highest	Lowest
	HK$	HK$
2020
April	0.295	0.203
May	0.255	0.209
June	0.211	0.178
July	0.25	0.196
August	0.275	0.23
September	0.25	0.176
October	0.191	0.175
November	0.229	0.162
December	0.68	0.21
2021
January	1.27	0.43
February	1.88	0.97
March (up to the Latest Practicable Date)	1.72	1.18

5. UNDERTAKING

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

6. EFFECT TO THE 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. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, the following Shareholders had interests representing

5% or more of the issued share capital of the Company:

				Percentage
			Percentage	holding if
			holding as at	Repurchase
			the Latest	Mandate is
		Number of	Practicable	exercised in
Name	Nature of interest	Shares held	Date	full
Victory Way Global	Beneficial owner(Note 1)	1,200,000,000	75%	83.3%
Company Limited
Ms. Liu Xinyi	Interest of a controlled	1,200,000,000	75%	83.3%
	corporation(Note 1)

Notes:

1. Ms. Liu beneficially owns the entire issued share capital of Victory Way Global Company Limited ("Victory Way"). Therefore, Ms. Liu is deemed, or taken to be, interested in all Shares held by Victory Way for the purpose of the SFO.
2. All interests stated are long positions.

On the basis that no Shares are allotted and issued or repurchased from the Latest Practicable Date to the date of the AGM, no person is obliged to make a mandatory offer under Rule 26 of the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25%.

The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code.

The Directors will not repurchase the Shares on the Main Board of 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 Stock Exchange.

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

7. DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSON

As at the Latest Practicable Date, none of the Directors nor, to the best of their respective knowledge and belief and having made all reasonable enquiries, their close associates (as defined under the Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders and is exercised, to sell any Shares to the Company or any of its subsidiaries under the Repurchase Mandate.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company (i) has notified the Company that he/she/it has a present intention to sell any Shares; (ii) has undertaken to the Company that he/she/it will not sell any Shares held by he/she/it to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

8. MATERIAL ADVERSE CHANGE

As compared with the financial position of the Company as at 31 December 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 of the Company or the gearing position in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase 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.

9. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any of the Shares (whether on the Main Board or otherwise) in the six months immediately preceding the Latest Practicable Date.

- 12 -

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

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

RE-ELECTION OF DIRECTORS

EXECUTIVE DIRECTORS

Ms. Liu Xinyi

Ms. Liu Xinyi ("Ms. Liu"), aged 32, is the Chief Executive Officer and an executive Director of the Company. Ms. Liu was appointed as the Chief Executive Officer and an executive Director on 14 January 2021. She is also a member of the Nomination Committee.

Ms. Liu started her career as an artist in the performance arts and culture industry. Ms. Liu also has experience in senior corporate management roles and has been a marketing director of Shenzhen Yihewenhuachuanbo Company Limited*（深圳市合一文化傳播有限公司） since 2017 and has been responsible for the management and assessment of investment projects in the areas of (i) marketing and events, exhibition for real estate projects; and (ii) real estate development in Shenzhen and Hainan. Ms. Liu is currently the founder and controlling shareholder of Hainan Xuannv Network Technology Company Limited*（海南玄 女網絡科技有限公司）and has been involved in several investment projects including movie making and real estate investments. Ms. Liu is the daughter of Ms. Ma, the non-executive Director of the Company.

The Company has entered into a service contract with Ms. Liu in relation to her directorship for an initial term of 3 years. Her appointment is subject to retirement by rotation and re-election in accordance with articles of association of the Company. Ms. Liu is entitled to receive a fixed director's remuneration of HK$60,000 per month, which will be determined by the Board with the recommendation of the Remuneration Committee of the Company, after considering a range of factors including her duties and responsibilities with the Company, her qualifications, experiences, and levels of remuneration for peers in the market.

Ms. Liu is the sole beneficial owner and the sole director of Victory Way which is interested in 1,200,000,000 Shares, representing approximately 75.0% of the issued share capital of the Company. Therefore, Ms. Liu is deemed interested in the Shares held by the Victory Way by virtue of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ("SFO").

Save as disclosed above, Ms. Liu (i) does not have any other interest in the Shares (within the meaning of Part XV of the SFO); (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any other relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders; and (iv) has not held any directorship in any listed public companies in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Ms. Liu.

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

Mr. Wong Chun Man

Mr. Wong Chun Man ("Mr. Wong") aged 45, is the executive Director of the Company. Mr. Wong was appointed as an executive Director on 14 January 2021. He is also a member of the Remuneration Committee.

Mr. Wong obtained his bachelor's degree in business administration from The Chinese University of Hong Kong in 1999. Mr. Wong has more than 20 years of experience in the field of finance. He has attained the professional qualifications of the Royal Institution of Chartered Surveyors, the American Institute of Certified Public Accountants and Chartered Financial Analyst.

Mr. Wong served as an independent non-executive director of Guoan International Limited (formerly known as Global Tech (Holdings) Limited) (stock code: 143), a company listed on the Main Board of the Stock Exchange from 11 March 2016 to 1 June 2020. He has been an independent non-executive director of Zhaobangji Properties Holdings Limited (formerly known as Sanroc International Holdings Limited) (stock code: 1660) since 11 April 2018 and a non-executive director of Vico International Holdings Limited (stock code: 1621) since 1 April 2019, whose shares are listed on the Main Board of the Stock Exchange.

The Company has entered into a service contract with Mr. Wong in relation to his directorship for an initial term of 3 years. His appointment is subject to retirement by rotation and re-election in accordance with articles of association of the Company. Mr. Wong is entitled to receive entitled to receive a fixed director's remuneration of HK$60,000 per month, which will be determined by the Board with the recommendation of the Remuneration Committee of the Company, after considering a range of factors including his duties and responsibilities with the Company, his qualifications, experiences, and levels of remuneration for peers in the market.

Save as disclosed above, Mr. Wong (i) does not have any other interest in the Shares (within the meaning of Part XV of the SFO); (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any other relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders; and (iv) has not held any directorship in any listed public companies in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Mr. Wong.

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

NON-EXECUTIVE DIRECTOR

Ms. Ma Xiaoqiu

Ms. Ma Xiaoqiu ("Ms. Ma"), aged 60, is the Chairman and a non-executive Director of the Company. Ms. Ma was appointed as Chairman and a non-executive Director on 14 January 2021. She is also the Chairman of the Nomination Committee and a member of the Remuneration Committee.

Ms. Ma is currently a non-executive director and chairlady of the China Ding Yi Feng Holdings Limited (formerly known as China Investment Fund International Holdings Limited) (stock code: 612), a company listed on the Main Board of the Stock Exchange, since 27 June 2017. Ms. Ma is the mother of Ms. Liu, the Chief Executive Officer and an executive Director of the Company.

The Company has entered into a service contract with Ms. Ma in relation to her directorship for an initial term of 1 year. Her appointment is subject to retirement by rotation and re-election in accordance with articles of association of the Company. Ms. Ma is entitled to receive fixed director's remuneration of HK$40,000 per month, which is determined by the Board with the recommendation of the Remuneration Committee of the Company, after considering a range of factors including her duties and responsibilities with the Company, her qualifications, experiences, and levels of remuneration for peers in the market.

Save as disclosed above, Ms. Ma (i) does not have any other interest in the Shares (within the meaning of Part XV of the SFO); (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any other relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders; and (iv) has not held any directorship in any listed public companies in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Ms. Ma.

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

INDEPENDENT NON-EXECUTIVE DIRECTORS

MR. CHEN WEN

Mr. Chen Wen ("Mr. Chen"), aged 44, is an independent non-executive Director of the Company. Mr. Chen was appointed as an independent non-executive Director on 14 January 2021. He is also the chairman of the Remuneration Committee and a member of each of the Audit Committee and Nomination Committee.

Mr. Chen obtained a bachelor's degree in mechanical and electronic engineering from Wu Han University of Technology in 1998 and a master's degree in business administration from Hong Kong University of Science and Technology in 2011. He has extensive experience in supply chain management. He has held roles as an engineer, procurement engineer, manager and supply chain director in various of engineering and technology companies in China.

The Company has entered into a service contract with Mr. Chen in relation to his directorship for an initial term of 1 year. His appointment is subject to retirement by rotation and re-election in accordance with articles of association of the Company. Mr. Chen is entitled to receive entitled to receive a fixed director's remuneration of HK$30,000 per month, which will be determined by the Board with the recommendation of the Remuneration Committee of the Company, after considering a range of factors including his duties and responsibilities with the Company, his qualifications, experiences, and levels of remuneration for peers in the market.

Save as disclosed above, Mr. Chen (i) does not have any other interest in the Shares (within the meaning of Part XV of the SFO); (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any other relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders; and (iv) has not held any directorship in any listed public companies in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Mr. Chen.

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

MR. LEUNG HO CHI

Mr. Leung Ho Chi ("Mr. Leung"), aged 46, is an independent non-executive Director of the Company. Mr. Leung was appointed as an independent non-executive Director on 14 January 2021. He is also the chairman of Audit Committee, and a member of each of the Nomination Committee and Remuneration Committee.

Mr. Leung obtained a bachelor's degree in business administration from The Chinese University of Hong Kong in 1996 and a master's degree in corporate governance from The Hong Kong Polytechnic University in 2011.

Mr. Leung is currently a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants and a member of The Hong Kong Institute of Chartered Secretaries. He has over 21 years of experience in audit, accounting and finance. He is currently a partner of an audit firm. He had worked as the financial controller of the Chiron Medical Group and a Hong Kong listed company UMP Healthcare Holdings Limited (stock code: 722). He has been an independent non-executive director of Vico International Holdings Limited (stock code: 1621), a company listed on the Main Board of the Stock Exchange, since 1 April 2019. He has also been working as a finance director and financial controller in Hong Kong subsidiaries of multiple multinational advertising and public relations companies listed on The New York Stock Exchange and The London Stock Exchange.

The Company has entered into a service contract with Mr. Leung in relation to his directorship for an initial term of 1 year. His appointment is subject to retirement by rotation and re-election in accordance with articles of association of the Company. Mr. Leung is entitled to receive entitled to receive a fixed director's remuneration of HK$30,000 per month, which will be determined by the Board with the recommendation of the Remuneration Committee of the Company, after considering a range of factors including his duties and responsibilities with the Company, his qualifications, experiences, and levels of remuneration for peers in the market.

Save as disclosed above, Mr. Leung (i) does not have any other interest in the Shares (within the meaning of Part XV of the SFO); (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any other relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders; and (iv) has not held any directorship in any listed public companies in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Mr. Leung.

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

MR. PENG PENG

Mr. Peng Peng ("Mr. Peng"), aged 54, is an independent non-executive Director of the Company. Mr. Peng was appointed as an independent non-executive Director on 14 January 2021. He is also a member of each of the Audit Committee, Nomination Committee and Remuneration Committee.

Mr. Peng obtained a doctor's degree in History from Sun Yat-sen University in June 1994. He has been an associate professor at Shenzhen University since 2010 and a founder of the Institute for Maritime Silk Road Studies at Shenzhen University*（深圳大學海洋海上絲 綢之路研究所）since 2008. He also served as the cultural director of Guangzhou Puwen Science Education Culture Co., Ltd* （廣州普文科教文化有限公司）from 1998 to 2010. Mr. Peng has over 20 years of extensive experience in cultural and artistic studies. He is currently a founder of Shenzhen Maker Association* （深圳創客協會）, with the aim to promote life science and high-tech related work.

The Company has entered into a service contract with Mr. Peng in relation to his directorship for an initial term of 1 year. His appointment is subject to retirement by rotation and re-election in accordance with articles of association of the Company. Mr. Peng is entitled to receive entitled to receive a fixed director's remuneration of HK$30,000 per month, which will be determined by the Board with the recommendation of the Remuneration Committee of the Company, after considering a range of factors including his duties and responsibilities with the Company, his qualifications, experiences, and levels of remuneration for peers in the market.

Save as disclosed above, Mr. Peng (i) does not have any other interest in the Shares (within the meaning of Part XV of the SFO); (ii) does not hold any other positions in the Company or its subsidiaries; (iii) does not have any other relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders; and (iv) has not held any directorship in any listed public companies in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Mr. Peng.

• For identification purpose only

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NOTICE OF AGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 art of the contents of this notice.

FULLWEALTH INTERNATIONAL GROUP HOLDINGS LIMITED

富 匯 國 際 集 團 控 股 有 限 公 司

(Formerly known as "Fullwealth Construction Holdings Company Limited

富匯建築控股有限公司")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1034)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders (the "AGM") of Fullwealth International Group Holdings Limited (the "Company") will be held at 18/F, Prosperity Tower, 39 Queen's Road Central, Hong Kong, on 11 May 2021 at 9:30 a.m., to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and the auditors of the Company for the year ended 31 December 2020;
2. To re-appoint Crowe (HK) CPA Limited as auditors of the Company and to authorise the board of Directors to fix their remuneration;
3. (a) To re-elect Ms. Liu Xinyi as an executive Director and the board of Directors be authorised to fixed her director's remuneration.
4. 1. To re-elect Mr. Wong Chun Man as an executive Director and the board of Directors to be authorised to fixed his director's remuneration.
   2. To re-elect Ms. Ma Xiaoqiu as a non-executive Director and the board of Directors to be authorised to fixed her director's remuneration.
   3. To re-elect Mr. Chen Wen as an independent non-executive Director and the board of Directors to be authorised to fixed his director's remuneration.
   4. To re-elect Mr. Leung Ho Chi as an independent non-executive Director and the board of Directors to be authorised to fixed his director's remuneration.
   5. To re-elect Mr. Peng Peng as an independent non-executive Director of and the board of Directors to be authorised to fixed his director's remuneration.

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NOTICE OF AGM

4. "THAT:

1. Subject to paragraph (c) of this resolution, and pursuant to the 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 during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares (the "Shares") of HK$0.01 each in the share capital of the Company or securities convertible into such Shares or options, warrants, or similar right to subscribe for any Shares or convertible securities of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
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 (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;
3. The total number of Shares to be allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and
4. 1. of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any 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 and/or any eligible persons thereunder of shares or rights to subscribe for shares in the capital of the Company; (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part a dividend pursuant to the articles of association of the Company (the "Articles of Association") from time to time; or (iv) an issue of shares upon 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, shall not exceed 20% of the total number of the issued Shares as at the time of passing this resolution, and the said approval shall be limited accordingly; and
5. For the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
6. 1. the conclusion of the next annual general meeting of the Company;

1. 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 laws of the Cayman Islands to be held; or

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NOTICE OF AGM

1. the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the Company or the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors 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)."

5. "THAT:

1. Subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the share capital of the Company on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and which is 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 to repurchase such shares are subject to and in accordance with all applicable laws and requirements of the Listing Rules or of any other stock exchange as amended 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 repurchase its shares at a price determined by the Directors;
3. The total number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued Shares as at the time of the passing of this resolution, and the said approval shall be limited accordingly; and
4. For the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. 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 laws of the Cayman Islands to be held; or

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NOTICE OF AGM

1. the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

6. "THAT conditional upon the passing of resolutions 4 and 5 as set out in this notice convening the AGM of which this resolution forms part, the general mandate granted to the Directors pursuant to resolution 4 as set out in this notice convening the AGM of which this resolution forms part be and is hereby extended by the addition thereto of the total number of Shares which may be repurchased by the Company under the authority granted pursuant to resolution 5 as set out in this notice convening the AGM of which this resolution forms part, provided that such amount shall not exceed 10% of the total number of the issued Shares as at the date of passing this resolution."

By Order of the Board

Fullwealth International Group Holdings Limited

Liu Xinyi

Executive Director

Hong Kong, 9 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies 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 AGM. A proxy need not be a member of the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.
3. Where there are joint registered holders of any Shares, any one of such persons may vote at the above AGM (or any adjournment thereof), either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders by present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
4. In order to be valid, the proxy form, 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 and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. In relation to resolution No. 3, Ms. Liu Xinyi, Mr. Wong Chun Man, Ms. Ma Xiaoqiu, Mr. Chen Wen, Mr. Leung Ho Chi and Mr. Peng Peng will retire from office at the AGM in accordance with the Articles of Association and, being eligible, will offer themselves for re-election. Biographical details of these Directors are set out in Appendix II to this circular.
7. An explanatory statement as required by the Listing Rules in connection with the repurchase mandate under resolution No. 5 above is set out in Appendix I to this circular.

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NOTICE OF AGM

1. The transfer books and register of members of the Company will be closed from Thursday, 6 May 2021 to Tuesday, 11 May 2021, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 5 May 2021.
2. A form of proxy for use by shareholders at the AGM is enclosed.

As at the date of this notice, the Board comprises Ms. Liu Xinyi and Mr. Wong Chun Man as executive Directors; Ms. Ma Xiaoqiu as non-executive Director; and Mr. Chen Wen, Mr. Leung Ho Chi and Mr. Peng Peng as independent non-executive Directors.

This notice will remain on the website of the Stock Exchange at www.hkexnews.hk on the "Latest Listed Company Information" page for at least 7 days from the date of its posting and will be published on the Company's website at www.fullwealth.hk.

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