ICO : PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES; AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND NOTICE OF THE 2020 ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in ICO Group Limited (the "Company"), you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchange 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.

ICO GROUP LIMITED

揚 科 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1460)

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;

AND

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

A notice convening the 2020 annual general meeting of the Company to be held on Friday, 25 September 2020 at 11:00 a.m. at Unit 2602-03, 26/F., BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong (the "2020 AGM") is set out on pages 20 to 24 of this circular. A form of proxy for use at the 2020 AGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk and the Company at www.1460.hk.

Whether or not you are able to attend the 2020 AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2020 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the 2020 AGM or any adjourned meeting thereof if they so wish.

* For identification purpose only

26 August 2020

PRECAUTIONARY MEASURES FOR THE 2020 ANNUAL GENERAL MEETING

In compliance with the HKSAR 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 additional precautionary measures at the 2020 AGM including, without limitation:

1. compulsory body temperature screening - anyone with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the 2020 AGM venue and be requested to leave the 2020 AGM venue;
2. mandatory use of surgical face masks - no mask will be provided at the 2020 AGM venue and attendees should bring their own masks;
3. mandatory health declaration - anyone subject to quarantine, has any flu-like symptoms or has travelled overseas within 14 days immediately before the 2020 AGM, or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the 2020 AGM;
4. anyone attending the 2020 AGM is reminded to observe good personal hygiene at all times;
5. appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the 2020 AGM as may be necessary to avoid over-crowding; and
6. no refreshments or drinks will be provided to attendees at the 2020 AGM.

In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders NOT to attend the 2020 AGM in person, and advises Shareholders to appoint the Chairman of the 2020 AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the 2020 AGM in person. 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.

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			CONTENTS
				Page
Definitions . . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Issuance Mandate and Repurchase Mandate . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	2020 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Statement of Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Explanatory Statement on the Repurchase Mandate . . . . . .	8
Appendix II	-	Details of the Directors Proposed to be Re-elected
			at the 2020 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the 2020 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

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DEFINITIONS

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

"2020 AGM"	an annual general meeting of the Company to be held on
	Friday, 25 September 2020 at 11:00 a.m. at Unit 2602-03,
	26/F., BEA Tower, Millennium City 5, 418 Kwun Tong
	Road, Kwun Tong, Kowloon, Hong Kong to consider and,
	if appropriate, to approve the resolutions contained in the
	notice of the meeting which is set out on pages 20 to 24
	of this circular, or any adjournment thereof
"AGM Notice"	the notice convening the 2020 AGM as set out on pages
	20 to 24 of this circular
"Articles"	the articles of association of the Company currently in
	force
"Board"	the board of Directors
"close associate(s)"	has the meaning ascribed to it under Chapter 1 of the
	Listing Rules
"Companies Law"	the Companies Law (as revised) of the Cayman Islands, as
	amended, supplemented and/or otherwise modified from
	time to time
"Company"	ICO Group Limited, a company incorporated under the
	laws of the Cayman Islands with limited liability and the
	Shares of which are listed on main board of the Stock
	Exchange
"Director(s)"	the directors of the Company
"Group"	the Company and its subsidiaries from time to time
"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
"Issuance Mandate"	as defined in paragraph 2(a) of the Letter from the Board
"Latest Practicable Date"	21 August 2020, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular

- 1 -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Repurchase Mandate"	as defined in paragraph 2(b) of the Letter from the Board
"SFO"	the Securities and Future Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share(s)"	ordinary share(s) of HK$0.0025 each in the share capital
	of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Codes on Takeovers and Mergers and
	Share Buy-backs
"%"	per cent.

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LETTER FROM THE BOARD

ICO GROUP LIMITED

揚 科 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1460)

Executive Directors:	Registered office:
Mr. Leong Yeng Kit	Clifton House
(Chairman and Chief Executive Officer)	75 Fort Street
Ms. Lee Pei Ling	P.O. Box 1350
	Grand Cayman KY1-1108
Non-executive Directors:	Cayman Islands
Mr. Leong Yeng Kong
Ms. Leong Poh Chih	Principal place of business
Mr. Leong Yeng Weng	in Hong Kong:
Ms. Walaiporn Orakij	Unit A, 25/F
Ms. Durgadewi Yoganathan	TG Place
	10 Shing Yip Street, Kwun Tong
Independent non-executive Directors:	Kowloon, Hong Kong
Mr. Tan Eng Wah
Mr. Gan Cheng Khuan
Ms. Yvonne Low Win Kum
Mr. Chiu King Yan
	26 August 2020
To the Shareholders,
Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the 2020 AGM for (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of Repurchase Mandate to the Directors; (iii) the extension of the Issuance Mandate to the extent of the Shares repurchased pursuant to the Repurchase Mandate; and (iv) the re-election of the retiring Directors.

• For identification purpose only

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE ISSUANCE MANDATE AND REPURCHASE MANDATE

Ordinary resolutions will be proposed at the 2020 AGM to approve the granting of the new general and unconditional mandates to the Directors:

1. to allot, issue or deal with unissued Shares or make or grant offers, agreements, options and warrants which might require the exercise of such power, up to the aggregate of 20% of the number of issued Shares as at the date of passing such resolution (the "Issuance Mandate");
2. to exercise all powers of the Company to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, under the Takeovers Code up to a maximum number equivalent to 10% of number of issued Shares as at the date of passing such resolution (the "Repurchase Mandate"); and
3. to extend the Issuance Mandate to allot, issue or deal with Shares to the extent of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (if granted to the Directors at the 2020 AGM) ("Extended Issuance Mandate").

The Issuance Mandate and the Repurchase Mandate (including the Extended Issuance Mandate) would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) revocation or variation of the Issuance mandate (including the Extended Issuance Mandate) and the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting.

As at the Latest Practicable Date, the Company has an aggregate of 6,225,393,129 Shares in issue. Subject to the passing of the resolution for the approval of the Issuance Mandate and on the basis that no further Shares are issued or repurchased prior to the 2020 AGM, the Company would be allowed under the Issuance Mandate to allot, issue or deal with a maximum of 1,245,078,625 Shares.

As at the Latest Practicable Date, the Company has an aggregate of 6,225,393,129 Shares in issue. Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the 2020 AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 622,539,312 Shares.

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LETTER FROM THE BOARD

An explanatory statement containing information relating to the Repurchase Mandate and as required pursuant to the Listing Rules, in particular Rule 10.06 of the Listing Rules, is set out in Appendix I to this circular. This explanatory statement provides you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate. The Directors currently have no immediate plan to exercise the Issuance Mandate or the Repurchase Mandate (if granted to the Directors at the 2020 AGM).

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 108 of the Articles, one-third of the Directors for the time being shall retire from office by rotation at the 2020 AGM. Mr. Leong Yeng Kong, Ms. Leong Poh Chih, Mr. Leong Yeng Weng, Ms. Walaiporn Orakij, Ms. Durgadewi Yoganathan and Mr. Tan Eng Wah have informed the Board that they would not offer themselves for re-election due to their other business commitments and accordingly will retire as Directors upon the conclusion of the 2020 AGM. On the other hand, each of Mr. Leong Yeng Kit, Ms. Lee Pei Ling, Mr. Gan Cheng Khuan, Ms. Yvonne Low Win Kum and Mr. Chiu King Yan has offered himself/herself for re-election as Directors at the 2020 AGM. Accordingly, each of them shall retire at the 2020 AGM and, being eligible, to offer themselves for re-election at the 2020 AGM.

The requisite details of the above Directors proposed to be re-elected at the 2020 AGM are set out in Appendix II to this circular.

4. 2020 AGM AND PROXY ARRANGEMENT

A notice convening the 2020 AGM to be held on Friday, 25 September 2020 at 11:00 a.m. at Unit 2602-03, 26/F., BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing the resolutions as stated therein is set out on pages 20 to 24 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of 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. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2020 AGM. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the ordinary resolutions to be proposed at the 2020 AGM. An announcement on the poll vote results will be published by the Company after the 2020 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

You will find enclosed with this circular a form of proxy for use at the 2020 AGM and such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.1460.hk. Whether or not you are able to attend the 2020 AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, to the office of the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for holding the 2020 AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the 2020 AGM, in such event, your proxy form shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the granting of the Issuance Mandate (including the Extended Issuance Mandate), the Repurchase Mandate and the re-election of the retiring Directors are all in the best interests of the Company, the Group and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favour of the relevant resolutions as set out in the Notice of 2020 AGM to be proposed at the 2020 AGM.

6. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining Shareholders' entitlements to attend and vote at the 2020 AGM, the transfer books and the register of members of the Company will be closed from Tuesday, 22 September 2020 to Friday, 25 September 2020 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the right to attend and vote at the 2019 AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong no later than 4:00 p.m. on Monday, 21 September 2020.

7. STATEMENT OF RESPONSIBILITY

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.

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LETTER FROM THE BOARD

8. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I - Explanatory statement on the Repurchase Mandate and Appendix II - Details of the Directors proposed to be re-elected at the 2020 AGM.

Yours faithfully,

By Order of the Board

ICO Group Limited

Leong Yeng Kit

Chairman and Executive Director

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2020 AGM in relation to the granting of the Repurchase Mandate.

1. REASON FOR REPURCHASES

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

The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

The Directors and to the best of the knowledge of the Directors having made all reasonable enquiries, any close associates of the Directors, have no present intention to sell any Shares to the Company.

2. SHARE CAPITAL

As at the Latest Practicable Date, the Company has 6,225,393,129 Shares in issue.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the 2020 AGM in respect of the granting of the Repurchase Mandate and on the basis that the Shares in issue remains unchanged as at the date of the 2020 AGM, i.e. being 6,225,393,129 Shares, the Directors would be authorised to exercise the Repurchase Mandate to repurchase, a maximum of 622,539,312 Shares, being 10% of the number of the issued Shares as at the date of 2020 AGM. The Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

3. FUNDING AND IMPACT OF REPURCHASES

Any repurchase will be funded from the Company's internal resources, which shall be funds legally available for such purpose in accordance with the memorandum of association and the Articles of the Company, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Under the laws of the Cayman Islands, any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital. In accordance with the laws of the Cayman Islands, the Shares so repurchased would be treated as cancelled.

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 might be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company.

4. EFFECT OF 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 for the purpose of the Takeovers Code.

Accordingly, 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 Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, the substantial Shareholders, namely, Mr. Lee Cheong Yuen, Mr. Chan Kwok Pui, Mr. Yong Man Kin and Mr. Tam Kwok Wah, deemed as parties acting in concert, that together control 27.61% interest in the issued share capital of the Company through BIZ Cloud Limited, Cloud Gear Limited, Friends True Limited and Imagine Cloud Limited, respectively. As a result, each of the substantial Shareholders is deemed to be interested in such 1,718,948,000 Shares, representing 27.61% of the issued share capital of the Company, as at the Latest Practicable Date.

In the event that the Repurchase Mandate is exercised in full, the interest of the abovementioned substantial Shareholders, in proportion, would be increased from approximately 27.61% to approximately 30.68% and the substantial Shareholders would be obliged to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such extent that would give rise to an obligation on the part of the substantial Shareholders to make a mandatory offer under Rule 26 of the Takeovers Code. Moreover, the Directors do not intend to exercise the power to repurchase Shares to an extent

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Saved as aforesaid, the Board is not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the Company's Shares in public hands.

5. LISTING RULES RELATING TO REPURCHASE OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the Company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general repurchase mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

6. UNDERTAKING OF THE DIRECTORS

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

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors or, to the best knowledge and belief of the Directors having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) have any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that they have a present intention to sell Shares to the Company, or that they have undertaken not to sell any of the Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) for the year ended 31 March 2020 and up to the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices of the Shares for the year ended 31 March 2020 and up to the Latest Practicable Date were as follows:

Month	Share Price (Per Share)
	Highest	Lowest
	HK$	HK$
2019
April	0.07	0.06
May	0.06	0.06
June	0.06	0.06
July	0.06	0.05
August	0.06	0.05
September	0.06	0.05
October	0.06	0.05
November	0.06	0.04
December	0.05	0.04
2020
January	0.05	0.04
February	0.05	0.05
March	0.06	0.05
April	0.07	0.04
May	0.04	0.03
June	0.04	0.03
July	0.04	0.03
August (up to the Latest Practicable Date)	0.04	0.03

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

The biographical details of the Directors proposed to be retired at the conclusion of the

2020 AGM and be proposed to be re-elected at the 2020 AGM are set out as follows:

1. LEONG YENG KIT

Position and experience

Mr. Leong Yeng Kit ("Mr. Leong"), aged 47, is a lawyer and banker by profession. He is currently a practicing lawyer practicing in partnership at the legal firm of Leong Yeng Kit & Co. which he founded and now serves as its Managing Partner. Mr. Leong was the founder director of OSK Indochina Bank Limited and OSK Indochina Securities Limited (now known as RHB Bank (Cambodia) PLC and RHB Indochina Securities Plc. respectively) and was an independent non-executive director of RHB Bank (Cambodia) PLC and RHB Indochina Securities Limited (both a subsidiary of RHB Bank Berhad, a company listed on Bursa Malaysia, stock code: 1066) until 2016 and had previously served on its remuneration and nominations committee, audit committee, risk management committee and new activities and products committee of both RHB Bank (Cambodia) PLC and RHB Indochina Securities Limited. Mr. Leong is an experienced investor with over a decade of investment experience in various industries, including advertising and media, securities services, palm oil plantation, real estate, property development, electronics testing and product assurance facility, restaurant chains and private equity fund. Mr. Leong is interested in investing in industries with great potential and he is constantly looking for investment opportunities in Asia. In the Palm Oil Plantation industry, he is also a Director of the Buloh Akar Holdings Sdn Bhd and Chairman of Sungei Ream Holdings Sdn Bhd which is the controlling shareholder of Riverview Rubber Estates Berhad, which is a company listed on Bursa Malaysia (stock code: 2542), and a director of Rivaknar Holdings Sdn. Bhd. Mr. Leong is the Chairman of Tricor Securities Services PLC, a licensed issuing house and share registrar in Cambodia. In property development, he is also the Group Managing Director of WiraDani Development Sdn Bhd and Three Woods Development Sdn Bhd. He is an independent non-executive director of Meridian Berhad, the property developer of Malaysia Tourism City, which is listed on Bursa Malaysia (stock code: 5040).

Save as disclosed, Mr. Leong does not hold or did not hold any directorship in any listed companies in the last three years immediately preceding the Latest Practicable Date.

Length of service

Pursuant to the Director's service contract entered into between the Company and Mr. Leong, his current term of office is for a period of three years commenced from 22 April 2020, unless terminated by either party giving to the other not less than three month's prior notice in writing. Mr. Leong is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

Relationships

As far as the Directors are aware, Mr. Leong does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Leong was interested or deemed to be interested in 990,937,960 Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the service contract, Mr. Leong is entitled to a fixed director fee. The emolument payable to Mr. Leong is HK$1,200,000 per annum. The above emolument of Mr. Leong has been determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company's remuneration committee.

Director's material interests in transactions, arrangements and contracts that are significant in relation to the Company's business

No transactions, arrangements and contracts of significance in relation to the Group's business to which the Company or any of its subsidiaries was a party and in which Mr. Leong had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year ended 31 March 2020.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Leong to be disclosed pursuant to Rule 13.51(2) of the Listing Rules; and there are no other matters concerning Mr. Leong that need to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

2. LEE PEI LING

Position and experience

Ms. Lee Pei Ling ("Ms. Lee"), aged 31, graduated from the law school of University of Reading, England in 2010 and was called to the Malaysian Bar in 2013. She is a practicing lawyer in Malaysia and is the sole proprietor of the legal firm Pei Ling & Co., Advocates and Solicitors. She primarily practices corporate, conveyancing and commercial law as well as banking and loan legal documentations. Apart from the legal practice, Ms. Lee is also a project controller for property developers managing the project operation of various property development projects in Malaysia. Ms. Lee has also been appointed as the company secretary of a few private companies in Malaysia and a director of a company in Cambodia which are directly or indirectly owned by Mr. Leong Yeng Kit. Ms. Lee is also a permanent member of The Chinese Chamber of Commerce & Industry of Kuala Lumpur & Selangor (KLSCCCI) and is also serving as one of the executive committee member of Youth KLSCCCI.

Ms. Lee does not hold or did not hold any directorship in any listed companies in the last three years immediately preceding the Latest Practicable Date.

Length of service

Pursuant to the Director's service contract entered into between the Company and Ms. Lee, her current term of office is for a period of three years commenced from 22 April 2020, unless terminated by either party giving to the other not less than three month's prior notice in writing. Ms. Lee is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Ms. Lee does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Lee was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the service contract, Ms. Lee is entitled to a fixed director fee. The emolument payable to Ms. Lee is HK$480,000 per annum. The above emolument of Ms.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

Lee has been determined with reference to her role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company's remuneration committee.

Director's material interests in transactions, arrangements and contracts that are significant in relation to the Company's business

No transactions, arrangements and contracts of significance in relation to the Group's business to which the Company or any of its subsidiaries was a party and in which Ms. Lee had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year ended 31 March 2020.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Lee to be disclosed pursuant to Rule 13.51(2) of the Listing Rules; and there are no other matters concerning Ms. Lee that need to be brought to the attention of the Shareholders.

3. GAN CHENG KHUAN

Position and experience

Mr. Gan Cheng Khuan ("Mr. Gan"), aged 58, graduated from the University of London, England with an Honors Degree and was called to the English Bar in July 1990. Upon his return to Malaysia, he was admitted to the Malaysian Bar on the 2 August 1991. Mr. Gan commenced his legal career as a legal Assistant with Messrs. Wan, Haron Shukri

• Nordin and remained there for three years after which he worked for one year with Messrs. Chung, Huang & Khalid. He then commenced his own practice under the name of Messrs. Tee & Gan until June 2000. In year 2001, Mr. Gan commenced as a Partner with Messrs. Soraya Chuah & Associates until 15 August 2011.

Mr. Gan does not hold or did not hold any directorship in any listed companies in the last three years immediately preceding the Latest Practicable Date.

Length of service

Pursuant to the Director's service contract entered into between the Company and Mr. Gan, his current term of office is for a period of three years commenced from 22 April 2020, unless terminated by either party giving to the other not less than one month's prior notice in writing. Mr. Gan is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

Relationships

As far as the Directors are aware, Mr. Gan does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Gan was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the service contract, Mr. Gan is entitled to a fixed director fee. The emolument payable to Mr. Gan is HK$120,000 per annum. The above emolument of Mr. Gan has been determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company's remuneration committee.

Director's material interests in transactions, arrangements and contracts that are significant in relation to the Company's business

No transactions, arrangements and contracts of significance in relation to the Group's business to which the Company or any of its subsidiaries was a party and in which Mr. Gan had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year ended 31 March 2020.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Gan to be disclosed pursuant to Rule 13.51(2) of the Listing Rules; and there are no other matters concerning Mr. Gan that need to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

4. YVONNE LOW WIN KUM

Position and experience

Ms. Yvonne Low Win Kum ("Ms. Low"), aged 32, is a qualified barrister and solicitor in Malaysia and has graduated from Cardiff University. She started her career in legal practice with Azmi & Associates in 2010. Ms. Low specialized in corporate and commercial transactions, private mergers and acquisitions, as well as the regulatory compliance related to real estate matters. She advises project promoters, concessionaires, land developers and investors on structuring the development, construction and financing of real estate in Malaysia. During her legal practice, she regularly acts for domestic and foreign investors, government-linked and public-listed companies, in real estate matters. Ms. Low joined F3 Capital Group in 2014 as the Head of Legal and Corporate Affairs with complete responsibility for defining organizational culture, developing strategic plans. Since 2018 and up to the date of this requisition notice, Ms. Low served as the Corporate Partner in Messrs. Ling & Theng Book.

Ms. Low does not hold or did not hold any directorship in any listed companies in the last three years immediately preceding the Latest Practicable Date.

Length of service

Pursuant to the Director's service contract entered into between the Company and Ms. Low, her current term of office is for a period of three years commenced from 22 April 2020, unless terminated by either party giving to the other not less than one month's prior notice in writing. Ms. Low is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Ms. Low does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Low was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

Director's emoluments

Pursuant to the service contract, Ms. Low is entitled to a fixed director fee. The emolument payable to Ms. Low is HK$120,000 per annum. The above emolument of Ms. Low has been determined with reference to her role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company's remuneration committee.

Director's material interests in transactions, arrangements and contracts that are significant in relation to the Company's business

No transactions, arrangements and contracts of significance in relation to the Group's business to which the Company or any of its subsidiaries was a party and in which Ms. Low had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year ended 31 March 2020.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Low to be disclosed pursuant to Rule 13.51(2) of the Listing Rules; and there are no other matters concerning Ms. Low that need to be brought to the attention of the Shareholders.

5. CHIU KING YAN (趙敬仁)

Position and experience

Mr. Chiu King Yan ("Mr. Chiu"), aged 43, has over 20 years of experience in audit, accounting, private equity investment and corporate finance, obtained from his previous working experience in international accounting firms and various listed companies in Hong Kong. Mr. Chiu is an executive director of Summit Ascent Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 102), since 26 April 2019, and was an executive director of Wanjia Group Holdings Limited (stock code: 401), a company listed on the Main Board of the Stock Exchange, from March 2017 to February 2018. He is currently the Chief Financial Officer of Suncity Group Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1383), and is responsible for financial reporting and corporate finance matters. Mr. Chiu holds a master's degree in financial analysis from The Hong Kong University of Science and Technology and a bachelor's degree in business administration in Accountancy from The City University of Hong Kong. He is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants in the United Kingdom.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2020 AGM

Save as disclosed, Mr. Chiu does not hold or did not hold any directorship in any listed companies in the last three years immediately preceding the Latest Practicable Date.

Length of service

Pursuant to the Director's service contract entered into between the Company and Mr. Chiu, his current term of office is for a period of three years commenced from 22 April 2020, unless terminated by either party giving to the other not less than one month's prior notice in writing. Mr. Chiu is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

As far as the Directors are aware, Mr. Chiu does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Interests in Share

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chiu was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the service contract, Mr. Chiu is entitled to a fixed director fee. The emolument payable to Mr. Chiu is HK$120,000 per annum. The above emolument of Mr. Chiu has been determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company's remuneration committee.

Director's material interests in transactions, arrangements and contracts that are significant in relation to the Company's business

No transactions, arrangements and contracts of significance in relation to the Group's business to which the Company or any of its subsidiaries was a party and in which Mr. Chiu had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year ended 31 March 2020.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Chiu to be disclosed pursuant to Rule 13.51(2) of the Listing Rules; and there are no other matters concerning Mr. Chiu that need to be brought to the attention of the Shareholders.

- 19 -

NOTICE OF THE 2020 AGM

ICO GROUP LIMITED

揚 科 集 團 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1460)

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of ICO Group Limited (the "Company") will be held on Friday, 25 September 2020 at 11:00 a.m. at Unit 2602-03, 26/F., BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and auditors of the Company for the year ended 31 March 2020.
2. To re-appoint Crowe (HK) 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. Leong Yeng Kit as an executive Director.
4. 1. To re-elect Ms. Lee Pei Ling as an executive Director.
   2. To re-elect Mr. Gan Cheng Khuan as an independent non-executive Director.
   3. To re-elect Ms. Yvonne Low Win Kum as an independent non-executive Director.
   4. To re-elect Mr. Chiu King Yan as an independent non-executive Director.
5. To authorise the board of directors of the Company to fix the remuneration of the Directors.

• For identification purpose only

- 20 -

NOTICE OF THE 2020 AGM

5. "THAT:

1. subject to paragraph (c) of this resolution below and pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorised and unissued shares of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares of the Company) during or after the end of the Relevant Period;
3. the aggregate number of shares of the Company 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:
4. 1. a Rights Issue (as defined below);
   2. the exercise of the outstanding conversion rights attached to any convertible securities issued by the Company, which are convertible into shares of the Company;
   3. the exercise of any options granted under the share option scheme(s) 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
   4. 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 the Company from time to time,

shall not exceed the aggregate of 20% of the number of the issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

- 21 -

NOTICE OF THE 2020 AGM

1. 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:
2. 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 laws of the Cayman Islands or the Company's Articles 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 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 recognized regulatory body or any stock exchange)."

6. "THAT:

1. subject to paragraph (c) of this resolution below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its shares on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, rules and regulations, 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 authorization 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 aggregate number of shares of the Company to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

- 22 -

NOTICE OF THE 2020 AGM

1. 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:
2. 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 laws of the Cayman Islands or the Company's Articles 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."

7. "THAT conditional upon the passing of the ordinary resolutions 5 and 6 as set out in this notice convening the Meeting (the "Notice"), the general mandate granted to the directors of the Company pursuant to ordinary resolution 5 as set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution 6 as set out in this Notice, provided that such amount shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of passing this resolution."

Yours faithfully,

By Order of the Board

ICO Group Limited

Leong Yeng Kit

Chairman and Executive Director

Hong Kong, 26 August 2020

As at the date of this notice, the executive Directors of the Company are Mr. Leong Yeng Kit and Ms. Lee Pei Ling; the non-executive Directors of the Company are Mr. Leong Yeng Kong, Ms. Leong Poh Chih, Mr. Leong Yeng Weng, Ms. Walaiporn Orakij and Ms. Durgadewi Yoganathan; and the independent non-executive Directors of the Company are Mr. Tan Eng Wah, Mr. Gan Cheng Khuan, Ms. Yvonne Low Win Kum and Mr. Chiu King Yan.

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the 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 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.

- 23 -

NOTICE OF THE 2020 AGM

1. In order to be valid, the instrument appointing a proxy and (if required by the Board) 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, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.
2. 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.
3. Where there are joint holders of any shares, any one of such joint 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 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.
4. To ascertain shareholders' eligibility to attend and vote at this Meeting, the register of members of the Company will be closed from Tuesday, 22 September 2020 to Friday, 25 September 2020 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the Meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration no later than 4:00 p.m., on Monday, 21 September 2020.
5. 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 6 as set out in this notice is set out in Appendix I to the Company's circular dated 26 August 2020.
6. Details of the directors proposed to be re-elected and appointed as Directors of the Company at the Meeting are set out in Appendix II to the Company's circular dated 26 August 2020.
7. A form of proxy for use at the Meeting is enclosed.
8. If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the Company's website at www.1460.hk and the Stock Exchange's website at www.hkexnews.hk to notify shareholders of the date, time and place of the rescheduled meeting.

- 24 -